Common use of Authority of Target; No Breach By Agreement Clause in Contracts

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the adoption and approval of this Agreement and the Merger by Target’s shareholders in accordance with this Agreement and Alabama Law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Target (including a determination by the board of directors of Target that this Agreement is advisable and in the best interests of Target’s shareholders), subject to the approval and adoption of this Agreement by the holders of two-thirds (2/3) of the outstanding shares of Target Common Stock as contemplated by Section 7.1. Subject to the requisite shareholder approval, and assuming the due authorization, execution and delivery by Buyer, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the adoption and approval of this Agreement and the Merger by Target’s shareholders in accordance with this Agreement and Alabama Law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Target (including a determination by the board of directors of Target that this Agreement is advisable and in the best interests of Target’s shareholders), subject to the approval and adoption of this Agreement by the holders of two-thirds (2/3) a majority of the outstanding shares of Target Common Stock as contemplated Stock, which is the only stockholder vote required for approval of this Agreement and consummation of the Merger by Section 7.1Target. Subject This Agreement has been duly executed and delivered by Target and, subject to the such requisite shareholder stockholder approval, and assuming the due authorization, execution and delivery by Buyer, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ ' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliver, and, other than with respect to consummation of the Merger, perform this AgreementAgreement and all other agreements, documents and instruments to be executed by it in connection herewith and with respect to the consummation of the Merger, upon the approval and adoption and approval of this Agreement and the Merger by Target’s shareholders stockholders in accordance with this Agreement and Alabama applicable Law, including the DGCL, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Target (including a determination by the board of directors of Target that this Agreement is advisable and in the best interests of Target’s shareholders), subject to the approval and adoption of this Agreement by the holders of two-thirds (2/3) a majority of the outstanding shares of Target Common Stock as contemplated by Section 7.18.1, which is the only stockholder vote required for approval of this Agreement and consummation of the Merger by Target. Subject to the requisite shareholder approval, and assuming the due authorization, execution and delivery by Buyersuch stockholder approval of this Agreement, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority of Target; No Breach By Agreement. (a) Target has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the adoption and approval of this Agreement and the Merger by Target’s shareholders in accordance with this Agreement and Alabama LawCalifornia law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Target (including a determination by the board of directors of Target that this Agreement is advisable and in the best interests of Target’s shareholders), subject to the approval and adoption of this Agreement by the (i) holders of two-thirds (2/3) a majority of the outstanding shares of Target Common Stock, (ii) holders of at least a majority of the outstanding shares of Target Preferred Stock (voting on an as−converted to Target Common Stock basis) and (iii) holders of at least a majority of the outstanding shares of each series of the Target Preferred Stock (voting separately on an as−converted to Target Common Stock basis), as contemplated by Section 7.18.1, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by Target. Subject to the such requisite shareholder approval, and assuming the due authorization, execution and delivery by Buyer, this Agreement represents a legal, valid, and binding obligation of Target, enforceable against Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority of Target; No Breach By Agreement. (a) Each Target has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the adoption and approval of this Agreement and the Merger by Target’s shareholders in accordance with this Agreement and Alabama Law, to perform its obligations under this Agreement and the Transaction Documents and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery, and performance of this Agreement and the Transaction Documents, and the consummation of the transactions contemplated hereinherein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Target (each Target, including a determination by the board of directors of Target that this Agreement is advisable and in the best interests of Target’s shareholders), subject to the approval and adoption of this Agreement by the holders of two-thirds (2/3) all of the outstanding shares of Target Common Stock as contemplated by Section 7.1. Subject to Stock, which is the requisite shareholder approval, and assuming the due authorization, execution and delivery by Buyer, only Shareholder vote or consent required for approval of this Agreement and consummation of the Merger by such Target. This Agreement and each of the Transaction Documents represents a legal, valid, and binding obligation of each Target, enforceable against such Target in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ ' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).