Common use of Authority; Non-Contravention; Approvals Clause in Contracts

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a)) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full the requisite corporate power and authority to enter into this Agreement and, subject to the Company StockholdersShareholders' Approval (as defined in Section 7.3(a6.01(a)) and with respect solely to the Company Required Statutory Approvals (as defined in Section 5.4(c))Merger, to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board board of Directors directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company StockholdersShareholders' ApprovalApproval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a)8.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c6.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a6.01(a)) and with respect solely to the Company Required Statutory Approvals (as defined in Section 5.4(c))Merger, to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' ApprovalApproval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a6.01(a)) and with respect solely to the Company Required Statutory Approvals (as defined in Section 5.4(c))Merger, to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' ApprovalApproval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full the requisite corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' ’ Approval (as defined in Section 7.3(a)) and the Company Required Statutory Approvals (as defined in Section 5.4(c)5.17), to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement has and the consummation of the transactions contemplated hereby have been duly authorized and approved by the Board of Directors of the Company, and no . No other corporate proceedings on the part of the Company are necessary to authorize the execution execution, delivery and delivery performance of this Agreement or, except for the Company Stockholders' ’ Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming with respect to this Agreement the due authorization, execution and delivery hereof by Parent CytRx and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or relating to enforcement of creditors' rights generally and (b) general equitable principlesin equity).

Authority; Non-Contravention; Approvals. (a) The Company has full --------------------------------------- the requisite corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a6.01(a)) and with respect solely to the Company Required Statutory Approvals (as defined in Section 5.4(c))Merger, to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' ApprovalApproval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company ------------------------------------------ has full the requisite corporate power and authority to enter into this Agreement and, subject to the Company StockholdersShareholders' Approval (as defined in Section 7.3(a6.01(a)) and with respect solely to the Company Required Statutory Approvals (as defined in Section 5.4(c))Merger, to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board board of Directors directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company StockholdersShareholders' ApprovalApproval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a)4.17) with respect solely to the Merger and the Company Required Statutory Approvals (as defined in Section 5.4(c))Merger Agreement, to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board of Directors of the Company, and no . No other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' ApprovalApproval with respect solely to the Merger and the Merger Agreement, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into execute and deliver this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a)7.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and SubsidiaryMerger Sub, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject and to the Company Stockholders' Approval (as defined in Section 7.3(a)) perform and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement has been approved and the consummation by the Board of Directors Company of the Company, Merger and of the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement oror to consummate such transactions, except for the approval of this Agreement by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Company StockholdersCommon Stock in accordance with the requirements of the MBCA (the "Company Shareholders' Approval, the consummation by the Company of the transactions contemplated hereby"). This Agreement has been duly executed and delivered by the Company, Company and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforcement enforceability may be subject to (a) limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws affecting or of general applicability relating to enforcement of or affecting creditors' rights generally and (b) or by a court's application of general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Common Shareholder Approval (as defined in Section 7.3(a)) and the Company Required Statutory Approvals (as defined in Section 5.4(c))Approvals, to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company or any Company Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Common Shareholder Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and SubsidiarySubsidiary and the Shareholder Representatives, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement as the enforceability hereof may be subject to (a) limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally and (b) general or by equitable principlesprinciples relating to enforceability.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into execute and deliver this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a)) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board board of Directors directors of the CompanyCompany and the Shareholders, and no other corporate proceedings on the part of the Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company and the Shareholders of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CompanyCompany and the Shareholders, and, assuming the due authorization, execution and delivery hereof by Parent and SubsidiaryMerger Sub, constitutes a valid and legally binding agreement of the CompanyCompany and the Shareholders, enforceable against the Company and the Shareholders in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (b) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into execute and deliver this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a)) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the CompanyCompany and the Shareholders, and no other corporate proceedings on the part of the Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company and the Shareholders of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CompanyCompany and the Shareholders, and, assuming the due authorization, execution and delivery hereof by Parent and SubsidiaryMerger Sub, constitutes a valid and legally binding agreement of the CompanyCompany and the Shareholders, enforceable against the Company and the Shareholders in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a)) and approval of the stockholders of the Company Required Statutory Approvals if required by the DGCL (as defined in Section 5.4(c)the "COMPANY STOCKHOLDER APPROVAL"), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Stockholder Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and SubsidiaryMerger Sub, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The --------------------------------------- Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a6.01(a)) and with respect solely to the Company Required Statutory Approvals (as defined in Section 5.4(c))Merger, to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' ApprovalApproval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full the requisite corporate power and authority to enter into this Agreement and, subject to the Company StockholdersShareholders' Approval (as defined in Section 7.3(a6.1(a)) and with respect solely to the Company Required Statutory Approvals (as defined in Section 5.4(c))Merger, to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board of Directors of the CompanyCompany (the "Company Board"), and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company StockholdersShareholders' ApprovalApproval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent Speer and SubsidiaryMerger Corporation, constitutes a valid and legally binding agreement xxxxxment of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a)7.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due 11 authorization, execution and delivery hereof by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1 and 6.3 and Article VII is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval.

Authority; Non-Contravention; Approvals. (a) The Company has full all requisite corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a)) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings proceeding on the part of the Company are is necessary to authorize the execution and delivery of this Agreement or, except for the approval of the Merger by the stockholders of the Company by the affirmative vote of holders of a majority of all the votes entitled to be cast on the matter, in accordance with the requirements of the MGCL (the “Company Stockholders' ’ Approval”), the consummation by the Company of the Merger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, Company and, assuming the due authorization, execution and delivery hereof of this Agreement by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforcement enforceability may be subject to (a) limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws affecting or of general applicability relating to enforcement or affecting creditors’ rights or by a court’s application of creditors' rights generally and (b) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company StockholdersShareholders' Approval (as defined in Section 7.3(a6.01(a)) and with respect solely to the Company Required Statutory Approvals (as defined in Section 5.4(c))Merger, to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board board of Directors directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company StockholdersShareholders' ApprovalApproval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full all requisite corporate power and authority to enter into this Agreement andand to consummate the transactions contemplated hereby, subject subject, in the case of the consummation of the Merger, to the Company Stockholders' Approval (as defined in Section 7.3(a5.20)) , if required. This Agreement and the consummation by the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate of the transactions contemplated hereby. This Agreement has hereby have been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for by the Company Stockholders' Approval, and the consummation by the Company of the transactions contemplated hereby, except for the Company Stockholders' Approval, if required. This Agreement has been duly executed and delivered by the Company, and, Company and assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, terms except that such as enforcement thereof may be subject to limited by (ai) bankruptcy, insolvency, reorganization, moratorium or other and similar laws laws, both state and federal, affecting or relating to the enforcement of creditors' rights generally and or remedies in general as from time to time in effect or (bii) general equitable principlesthe exercise by courts of equity powers.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into execute and deliver this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a)) and the Company Required Statutory Approvals (as defined in Section 5.4(cSECTION 5.4(C)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the CompanyCompany and the Shareholders, and no other corporate proceedings on the part of the Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company and the Shareholders of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CompanyCompany and the Shareholders, and, assuming the due authorization, execution and delivery hereof by Parent and SubsidiaryMerger Sub, constitutes a valid and legally binding agreement of the CompanyCompany and the Shareholders, enforceable against the Company and the Shareholders in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a)) and approval of the stockholders of the Company Required Statutory Approvals if required by the DGCL (as defined in Section 5.4(c)the "Company Stockholder Approval"), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Stockholder Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and SubsidiaryMerger Sub, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Stockholder's Approval (as defined in Section 7.3(a8.2(a)) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Stockholder's Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full all necessary corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a7.2(a)) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' ’ Approval (as defined in Section 7.3(a)4.17) with respect solely to the Merger and the Company Required Statutory Approvals (as defined in Section 5.4(c))Merger Agreement, to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board of Directors of the Company, and no . No other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval’ Approval with respect solely to the Merger and the Merger Agreement, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full --------------------------------------- the requisite corporate power and authority to enter into this Agreement and, subject to the Company StockholdersShareholders' Approval (as defined in Section 7.3(a6.01(a)) and with respect solely to the Company Required Statutory Approvals (as defined in Section 5.4(c))Merger, to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board board of Directors directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company StockholdersShareholders' ApprovalApproval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has full the requisite corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Shareholders’ Approval (as defined in Section 7.3(a)) and the Company Required Statutory Approvals (as defined in Section 5.4(c)4.18), to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement has and the consummation of the transactions contemplated hereby have been duly authorized and approved by the Board of Directors of the Company, and no . No other corporate proceedings on the part of the Company are necessary to authorize the execution execution, delivery and delivery performance of this Agreement or, except for the Company Stockholders' Shareholders’ Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or relating to enforcement of creditors' rights generally and (b) general equitable principlesin equity).

Authority; Non-Contravention; Approvals. (a) The Company has full all necessary corporate power and authority to enter into this Agreement and, subject to the Company StockholdersShareholders' Approval (as defined in Section 7.3(a)7.2) and the Company Required Statutory Approvals (as defined in Section 5.4(c5.5(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company StockholdersShareholders' Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (bii) general equitable principles.