Common use of Authority; Enforceability; Noncontravention Clause in Contracts

Authority; Enforceability; Noncontravention. (a) Shareholder has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated by this Agreement have been duly authorized by all necessary action (including any consultation, approval or other action by or with any other person). This Agreement has been duly executed and delivered by Shareholder and constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) The execution and delivery of this Agreement by Shareholder does not, and the consummation by Shareholder of the transactions contemplated by this Agreement and compliance by Shareholder with the provisions of this Agreement will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or result in the creation of any lien or encumbrance upon the Purchased Shares under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on Shareholder. No consent, approval, order or authorization of, or registration, declaration or filing with or exemption by any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, is required by or with respect to Shareholder in connection with the execution and delivery of this Agreement by Shareholder or the consummation by Shareholder of the transactions contemplated by this Agreement, except for applicable requirements, if any, of (a) Sections 13 and 16 of the Exchange Act and the rules and regulations thereunder and (b) the HSR Act.

Authority; Enforceability; Noncontravention. (ai) Shareholder Identified Stockholder has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementperform all of its obligations hereunder. The execution and delivery of this Agreement by Shareholder Identified Stockholder and the consummation by Shareholder performance of the transactions contemplated by this Agreement all of its obligations hereunder have been duly authorized by all necessary action (including any consultation, approval or other action by or with any other person). This Agreement has been duly executed and delivered by Shareholder Identified Stockholder and constitutes a valid and binding obligation of ShareholderIdentified Stockholder, enforceable against Shareholder Identified Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (bii) The execution and delivery of this Agreement by Shareholder Identified Stockholder does not, and the consummation performance by Shareholder Identified Stockholder of the transactions contemplated by this Agreement and compliance by Shareholder with the provisions all of this Agreement its obligations hereunder will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or result in the creation of any lien or encumbrance upon the Purchased Tendered Shares or Option Shares, as the case may be, under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on ShareholderIdentified Stockholder. No consent, approval, order or authorization of, or registration, declaration or filing with or exemption by any Federalfederal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, is required by or with respect to Shareholder Identified Stockholder in connection with the execution and delivery of this Agreement by Shareholder Identified Stockholder or the consummation performance by Shareholder Identified Stockholder of the transactions contemplated by this Agreementall of its obligations hereunder, except for applicable requirements, if any, of (a) Sections 13 and 16 of the Exchange Act and the rules and regulations thereunder and (b) the requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ActACT").