Common use of Authority; No Violations; Consents and Approvals Clause in Contracts

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents and, subject to the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), to consummate the transactions contemplated in the Transaction Documents. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required with respect to the consummation of the Merger, to the Company Stockholder Approval. The Transaction Documents have been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, to the Company Stockholder Approval, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents and, subject to, if required by applicable law with respect to the consummation of the Merger, the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), to consummate the transactions contemplated in by the Transaction Documents. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required by applicable law with respect to the consummation of the Merger, to the Company Stockholder Approval. The Transaction Documents have been duly executed and delivered by the Company and, subject, if required by applicable law with respect to the consummation of the Merger, to the Company Stockholder Approval, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (bB) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents and, subject to, if required by applicable law with respect to the consummation of the Merger, the Company Stockholder Approval (as defined in Section 4.1(c)(iii)), to consummate the transactions contemplated in by the Transaction Documents. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, if required by applicable law with respect to the consummation of the Merger, to the Company Stockholder Approval. The Transaction Documents have been duly executed and delivered by the Company and, subject, if required by applicable law with respect to the consummation of the Merger, to the Company Stockholder Approval, and assuming that each of the Transaction Documents to which Parent or Sub is a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations of the Company enforceable in accordance with their respective terms and conditions except that the enforcement thereof may be limited by (aA) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).and

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into the Transaction Documents this Agreement and, subject to the approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval (as defined in Section 4.1(c)(iii)Approval"), to consummate the transactions contemplated in the Transaction Documentshereby. The execution and delivery of the Transaction Documents this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary the Company's Board of Directors and no other corporate action proceedings on the part of the Company, subject, if required with respect Company are necessary to authorize this Agreement or to consummate the consummation of the Merger, to transactions so contemplated (other than the Company Stockholder Approval). The Transaction Documents have This Agreement has been duly executed and delivered by the Company and, subject, with respect to the consummation of the Merger, subject to the Company Stockholder Approval, Approval and (assuming that each of the Transaction Documents to which Parent or Sub this Agreement is duly executed and delivered by TAGTCR) constitutes a party constitutes the valid and binding agreement of Parent or Sub, constitute valid and binding obligations obligation of the Company enforceable in accordance with their respective its terms and conditions except that the enforcement thereof hereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).