Common use of Authority; No Violations Clause in Contracts

Authority; No Violations. (a) Each of Parent and Sub have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of each of Parent and Sub. Except for the filing of the Certificate of Merger and the approval of the shareholders of Sub, no other corporate proceedings on the part of Parent or Sub are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Sub and (assuming the due authorization, execution and delivery by the Company) constitutes a valid and binding obligation of Parent and Sub, enforceable against Parent and Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations. (a) Each of Parent and Sub Buyer have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Sub Buyer and the consummation by Parent and Sub Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of each of Parent and Sub. Except for Buyer and no other authorization or consent from the filing board of the Certificate of Merger and the approval of the directors or shareholders of Sub, no other corporate proceedings on the part of Buyer or Parent or Sub are necessary to approve this Agreement and to consummate the transactions contemplated herebyis necessary. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by Parent and Sub and (Buyer and, assuming the due authorization, execution and delivery by the Company) constitutes a Seller, constitute valid and binding obligation obligations of Parent and SubBuyer, enforceable against Parent and Sub Buyer in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations. (a) Each of Parent and Merger Sub have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of each of Parent and Merger Sub. Except for the filing of the Certificate of Merger and the approval of the shareholders of SubMerger, no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (and, assuming the due authorization, execution and delivery by the Company) , constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations. (a) Each of Parent and Sub have full corporate Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations and consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Sub Buyer and the consummation by Parent and Sub Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of each of Parent and Sub. Except for Buyer and no other authorization or consent from the filing board of directors or shareholders of the Certificate of Merger and the approval of the shareholders of Sub, no other corporate proceedings on the part of Parent or Sub are necessary to approve this Agreement and to consummate the transactions contemplated herebyot Buyer is necessary. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by each of Parent and Sub and (Buyer and, assuming the due authorization, execution and delivery by the Company) constitutes a Seller, constitute valid and binding obligation obligations of Parent and SubBuyer, enforceable against Parent and Sub Buyer in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations. (a) Each of Parent and Sub have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of each of Parent and SubParent. Except for the filing of the Certificate Certificates of Merger and the approval of the shareholders of SubParent, no other corporate proceedings on the part of Parent or Sub are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Sub and (assuming the due authorization, execution and delivery by the Company) constitutes a valid and binding obligation of Parent and Sub, enforceable against Parent and Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations. (a) Each of Parent and Sub Buyer have full the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations and consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Sub Buyer and the consummation by Parent and Sub Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of each of Parent and Sub. Except for Buyer and no other authorization or consent from the filing board of the Certificate of Merger and the approval of the directors or shareholders of Sub, no other corporate proceedings on the part of Buyer or Parent or Sub are necessary to approve this Agreement and to consummate the transactions contemplated herebyis necessary. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by Parent and Sub and (Buyer and, assuming the due authorization, execution and delivery by the Company) constitutes a Seller, constitute valid and binding obligation obligations of Parent and SubBuyer, enforceable against Parent and Sub Buyer in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations. (a) Each of Parent and Sub have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of each of Parent and Sub. Except for the filing of the Certificate Certificates of Merger and the approval of the shareholders of SubMerger, no other corporate proceedings on the part of Parent or Sub are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Sub and (and, assuming the due authorization, execution and delivery by the Company) , constitutes a valid and binding obligation of Parent and Sub, enforceable against Parent and Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).