Common use of Authority; Non-Contravention Clause in Contracts

Authority; Non-Contravention. (a) The execution, delivery and performance by Parent of this Agreement, and the consummation by Parent of the transactions contemplated hereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement, the Notes, and the consummation by Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Merger Sub is necessary to authorize the execution, delivery and performance by Merger Sub of this Agreement, the Notes and the consummation by Merger Sub of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by Shareholder, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. Each of the Notes upon execution and delivery thereof will be, duly executed and delivered by Merger Sub and will constitute a legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with their terms, subject to the Bankruptcy and Equity Exception.

Authority; Non-Contravention. (a) The executionEach Seller has full right, authority and power to execute and deliver this Agreement and, at the time of execution and delivery thereof, each of the Ancillary Agreements to which such Seller is a party, to perform his obligations hereunder and performance by Parent of this Agreementthereunder, and the consummation by Parent of the transactions contemplated hereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement, the Notes, and the consummation by Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Merger Sub is necessary to authorize the execution, delivery and performance by Merger Sub of this Agreement, the Notes and the consummation by Merger Sub of consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and each of the Ancillary Agreements to which such Seller is a party, and the performance by each Seller of the transactions contemplated hereby and thereby have been duly authorized or, in the case of the Ancillary Agreement, will have been duly authorized as of the time of execution and delivery of such Ancillary Agreement by each Seller. This Agreement and each Ancillary Agreement executed and delivered by such Seller pursuant to, or as contemplated by, this Agreement has been or, in the case of the Ancillary Agreements, will have been duly and validly executed and delivered by Parent such Seller and Merger Sub andconstitutes, or when executed and delivered will constitute (as applicable), assuming due authorization, execution and delivery hereof by Shareholderthe other parties hereto and thereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subsuch Seller, enforceable against Parent and Merger Sub such Seller in accordance with its respective terms, subject except as may be affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to the Bankruptcy or affecting creditors’ rights generally or (ii) general equitable principles (including principles of reasonableness, good faith and Equity Exception. Each fair dealing) regardless of the Notes upon execution and delivery thereof will be, duly executed and delivered by Merger Sub and will constitute a legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub whether enforcement is sought in accordance with their terms, subject to the Bankruptcy and Equity Exceptionequity or at law.

Authority; Non-Contravention. (a) The executionSuch Seller has full legal capacity, right, authority and power to execute and deliver this Agreement and, at the time of execution and delivery thereof, each of the Ancillary Agreements to which such Seller is a party, to perform his obligations hereunder and performance by Parent of this Agreementthereunder, and the consummation by Parent of the transactions contemplated hereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement, the Notes, and the consummation by Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Merger Sub is necessary to authorize the execution, delivery and performance by Merger Sub of this Agreement, the Notes and the consummation by Merger Sub of consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller of this Agreement and each of the Ancillary Agreements to which such Seller is a party, and the performance by such Seller of the transactions contemplated hereby and thereby have been duly authorized or, in the case of the Ancillary Agreement, will have been duly authorized as of the time of execution and delivery of such Ancillary Agreement by such Seller. This Agreement and each Ancillary Agreement executed and delivered by such Seller pursuant to, or as contemplated by, this Agreement has been or, in the case of the Ancillary Agreements, will, at the Closing, have been duly and validly executed and delivered by Parent such Seller and Merger Sub andconstitutes, or when executed and delivered will constitute (as applicable), assuming due authorization, execution and delivery hereof by Shareholderthe other parties hereto and thereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subsuch Seller, enforceable against Parent and Merger Sub such Seller in accordance with its respective terms, subject except as may be affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to the Bankruptcy or affecting creditors’ rights generally or (ii) general equitable principles (including principles of reasonableness, good faith and Equity Exception. Each fair dealing) regardless of the Notes upon execution and delivery thereof will be, duly executed and delivered by Merger Sub and will constitute a legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub whether enforcement is sought in accordance with their terms, subject to the Bankruptcy and Equity Exceptionequity or at law.

Authority; Non-Contravention. (a) The executionCompany has the requisite corporate power and authority to (i) execute and deliver this Agreement and the Related Agreements; (ii) perform its covenants and obligations hereunder and thereunder; and (iii) consummate the Transactions. The execution and delivery of this Agreement and the Related Agreements by the Company, delivery and the performance by Parent the Company of this Agreementits covenants and obligations hereunder and thereunder, and the consummation by Parent of the transactions contemplated herebyTransactions, have been duly and validly authorized and approved by its boards of directorsthe Board, and except for the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, no other corporate action on the part of Parent the Company is necessary to authorize the execution, execution and delivery and performance by Parent the Company of this Agreement and the Related Agreements, the performance by the Company of its covenants and obligations and the consummation by Parent of the transactions contemplated herebyTransactions. The execution, delivery This Agreement and performance by Merger Sub of this Agreement, the NotesRelated Agreements executed contemporaneous herewith have been, and the consummation by Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by its boards of directors, and no other action Related Agreements will be on the part of Merger Sub is necessary to authorize the executionClosing Date, delivery and performance by Merger Sub of this Agreement, the Notes and the consummation by Merger Sub of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery hereof by ShareholderInvestor, constitutes (or will on the Closing Date constitute, with respect to the Related Agreements) a legal, valid and binding obligation obligations of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (A) such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Bankruptcy and Equity Exception. Each discretion of the Notes upon execution court before which any proceeding therefor may be brought (such exceptions in clauses (A) and delivery thereof will be(B), duly executed and delivered by Merger Sub and will constitute a legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with their terms, subject to the Bankruptcy and Equity Exception“Enforceability Exceptions”).

Authority; Non-Contravention. (a) The executionSeller has full legal capacity, right, authority and power to execute and deliver this Agreement and, at the time of execution and delivery thereof, each of the Ancillary Agreements to which the Seller is a party, to perform its obligations hereunder and performance by Parent of this Agreementthereunder, and the consummation by Parent of the transactions contemplated hereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement, the Notes, and the consummation by Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Merger Sub is necessary to authorize the execution, delivery and performance by Merger Sub of this Agreement, the Notes and the consummation by Merger Sub of consummate the transactions contemplated hereby and thereby. The execution and delivery by the Seller of this Agreement and each of the Ancillary Agreements to which the Seller is a party, and the performance by the Seller of the transactions contemplated hereby and thereby have been duly authorized or, in the case of the Ancillary Agreement, will have been duly authorized as of the time of execution and delivery of such Ancillary Agreement by the Seller. This Agreement and each Ancillary Agreement executed and delivered by the Seller pursuant to, or as contemplated by, this Agreement has been or, in the case of the Ancillary Agreements, will, at the Closing, have been duly and validly executed and delivered by Parent the Seller and Merger Sub andconstitutes, or when executed and delivered will constitute (as applicable), assuming due authorization, execution and delivery hereof by Shareholderthe other parties hereto and thereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Seller, enforceable against Parent and Merger Sub the Seller in accordance with its respective terms, subject except as may be affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to the Bankruptcy or affecting creditors’ rights generally or (ii) general equitable principles (including principles of reasonableness, good faith and Equity Exception. Each fair dealing) regardless of the Notes upon execution and delivery thereof will be, duly executed and delivered by Merger Sub and will constitute a legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub whether enforcement is sought in accordance with their terms, subject to the Bankruptcy and Equity Exceptionequity or at law.

Authority; Non-Contravention. (a) The executionSeller has full right, authority and power to execute and deliver this Agreement and, at the time of execution and delivery thereof, each of the Ancillary Agreements to which such Seller is a party, to perform his obligations hereunder and performance by Parent of this Agreementthereunder, and the consummation by Parent of the transactions contemplated hereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement, the Notes, and the consummation by Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Merger Sub is necessary to authorize the execution, delivery and performance by Merger Sub of this Agreement, the Notes and the consummation by Merger Sub of consummate the transactions contemplated hereby and thereby. The execution and delivery by the Seller of this Agreement and each of the Ancillary Agreements to which the Seller is a party, and the performance by the Seller of the transactions contemplated hereby and thereby have been duly authorized or, in the case of the Ancillary Agreement, will have been duly authorized as of the time of execution and delivery of such Ancillary Agreement by the Seller. This Agreement and each Ancillary Agreement executed and delivered by the Seller pursuant to, or as contemplated by, this Agreement has been or, in the case of the Ancillary Agreements, will have been duly and validly executed and delivered by Parent the Seller and Merger Sub andconstitutes, or when executed and delivered will constitute (as applicable), assuming due authorization, execution and delivery hereof by Shareholderthe other parties hereto and thereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Seller, enforceable against Parent and Merger Sub the Seller in accordance with its respective terms, subject except as may be affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to the Bankruptcy or affecting creditors’ rights generally or (ii) general equitable principles (including principles of reasonableness, good faith and Equity Exception. Each fair dealing) regardless of the Notes upon execution and delivery thereof will be, duly executed and delivered by Merger Sub and will constitute a legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub whether enforcement is sought in accordance with their terms, subject to the Bankruptcy and Equity Exceptionequity or at law.

Authority; Non-Contravention. (a) The executionSuch Seller Party has full right, delivery authority and performance by Parent of this Agreement, power to execute and the consummation by Parent of the transactions contemplated hereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of deliver this Agreement and the consummation by Parent of the transactions contemplated hereby. The executionAncillary Agreements to which such Seller Party is a party, delivery to perform its obligations hereunder and performance by Merger Sub of this Agreement, the Notesthereunder, and the consummation by Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Merger Sub is necessary to authorize the execution, delivery and performance by Merger Sub of this Agreement, the Notes and the consummation by Merger Sub of consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller Party of this Agreement and each of the Ancillary Agreements to which such Seller Party is a party, the performance by such Seller Party of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized on the part of such Seller Party. This Agreement has and the Ancillary Agreements to which such Seller Party is a party have been (or will have been, when executed) duly and validly executed and delivered by Parent such Seller Party and Merger Sub and, (assuming the due authorization, execution and delivery hereof by Shareholder, constitutes the other parties hereto and thereto) constitute (or will constitute when executed) a legal, valid and legally binding obligation of each of Parent and Merger Subsuch Seller Party, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. Each of the Notes upon execution and delivery thereof will be, duly executed and delivered by Merger Sub and will constitute a legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub such Seller Party in accordance with their respective terms, subject except as may be affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to the Bankruptcy or affecting creditors’ rights generally or (ii) injunctive relief and Equity Exceptionequitable principles, regardless of whether enforcement is sought in equity or at law.