Common use of Authority; Board Approval Clause in Contracts

Authority; Board Approval. (a) The Investor has full corporate power and authority to enter into and perform its obligations under this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Investor of this Agreement and any Ancillary Document to which it is a party and the consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Investor and no other corporate proceedings on the part of the Investor are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Private Placement, the Merger and the other transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Investor, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms. When each Ancillary Document to which the Investor is or will be a party has been duly executed and delivered by the Investor (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of the Investor enforceable against it in accordance with its terms.

Authority; Board Approval. (a) The Investor Company has full corporate power and authority to enter into and perform its obligations under this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Investor Company of this Agreement and any Ancillary Document to which it is a party and the consummation by the Investor Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Investor Company and no other corporate proceedings on the part of the Investor Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Private Placement, the Merger and the other transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the InvestorCompany, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Investor Company enforceable against the Investor Company in accordance with its terms. When each Ancillary Document to which the Investor Company is or will be a party has been duly executed and delivered by the Investor Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of the Investor Company enforceable against it in accordance with its terms.

Authority; Board Approval. (a) The Investor Seller has full corporate power and authority to enter into and perform its obligations under this Agreement and the Ancillary Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Investor Seller of this Agreement and any Ancillary Transaction Document to which it is a party and the consummation by the Investor Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Investor Seller and no other corporate proceedings on the part of the Investor Seller are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Private Placement, the Merger Reorganization and the other transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the InvestorSeller, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Investor Seller enforceable against the Investor Seller in accordance with its terms. When each Ancillary Document , subject to which the Investor is or will be a party has been duly executed bankruptcy, insolvency and delivered by the Investor (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of the Investor enforceable against it in accordance with its termssimilar Laws affecting creditors’ rights generally.