Common use of Authority; Enforcement Clause in Contracts

Authority; Enforcement. The Company has full corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement, the Amendment to 1997 Warrants, the Amendment to 1996 Purchase Agreement, the Amendment to 1995 Purchase Agreement, the Amendment to 1994 Warrants, the Shareholders Agreement and each other agreement contemplated hereby (collectively the "Agreements"), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution, delivery and performance by the Company of the Agreements and the consummation of the transactions contemplated on its part hereby and thereby have been duly authorized by the Board, and no other corporate proceedings on the part of the Company to the Company's issuance of the Shares to be issued pursuant to this Agreement and to the Company's entering into the Agreements are necessary to authorize the execution and delivery of the Agreements by the Company or the performance by the Company of its obligations thereunder. The Agreements have been duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable against the Company and each party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Enforcement. The Company has full corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement, the Amendment to 1997 Warrants, the Amendment to 1996 Purchase Agreement, the Amendment to 1995 Purchase Agreement, the Amendment to 1994 Warrants, the Shareholders Agreement and each other agreement contemplated hereby (collectively the "Agreements"), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution, delivery and performance by the Company of the Agreements and the consummation of the transactions contemplated on its part hereby and thereby have been duly authorized by the Board, and no other corporate proceedings on the part of the Company to the Company's issuance of the Shares to be issued pursuant to this Agreement and to the Company's entering into the Agreements are necessary to authorize the execution and delivery of the Agreements by the Company or the performance by the Company of its obligations thereunder. The Agreements have been duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable against the Company and each party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Enforcement. The Company has full corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement, the Amendment to 1997 Warrants, the Amendment to 1996 Purchase Agreement, the Amendment to 1995 Purchase Agreement, the Amendment to 1994 Warrants, the Shareholders thShareholders Agreement and each other agreement contemplated hereby (collectively the "Agreements"), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution, delivery and performance by the Company of the Agreements and the consummation of the transactions contemplated on its part hereby and thereby have been duly authorized by the Board, and no other corporate proceedings on the part of the Company to the Company's issuance of the Shares to be issued pursuant to this Agreement and to the Company's entering into the Agreements are necessary to authorize the execution and delivery of the Agreements by the Company or the performance by the Company of its obligations thereunder. The Agreements have been duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable against the Company and each party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Enforcement. The Company has full corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement, the Amendment to 1997 Warrants, the Amendment to 1996 Purchase Agreement, the Amendment to 1995 Purchase Agreement, the Amendment to 1994 Warrants, the Shareholders Agreement and each other agreement contemplated hereby (collectively the "Agreements"), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution, delivery and performance by the Company of the Agreements and the consummation of the transactions contemplated on its part hereby and thereby have been duly authorized by the Board, and no other corporate proceedings on the part of the Company are necessary to authorize the Company's issuance of the Shares to be issued pursuant to this Agreement and to Agreement, the Company's entering into the Agreements are necessary to authorize or the execution and delivery of the Agreements by the Company or the performance by the Company of its obligations thereunder. The Agreements have been duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable against the Company and each party thereto in accordance with its their terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).