Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The Company has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and (subject to, if required by the Delaware General Corporation Law, the approval of the stockholders of the Company) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by its Board of Directors, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, if required by the Delaware General Corporation Law, the approval of this Agreement by the stockholders of the Company and the filing of appropriate merger documents as required by the Delaware General Corporation Law). This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement is a valid and binding obligation of Parent and Sub enforceable against Parent and Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and general equitable principles.

Authorization and Validity of Agreement. The Company has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and (subject to, if required by the Delaware General Corporation Law, the approval of the stockholders of the Company) to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company and each Seller of this Agreement by the Company, and any other agreements contemplated hereby and the consummation by it each of them of the transactions contemplated hereby, hereby and thereby have been duly authorized and approved by its Board the board of Directors, and no directors or other corporate action on the part applicable governing body of the Company and each Seller. No other corporate, stockholder or similar action is necessary to authorize for the authorization, execution, delivery and performance of this Agreement by the Company and the Sellers of this Agreement and any other agreements contemplated hereby and the consummation by the Sellers of the transactions contemplated hereby (other than, if required by the Delaware General Corporation Law, the approval of this Agreement by the stockholders of the Company and the filing of appropriate merger documents as required by the Delaware General Corporation Law)or thereby. This Agreement has been and the other agreements contemplated hereby have been, or will be at or prior to Closing, duly executed and delivered by the Company andand the Sellers, assuming that this Agreement is each constitute, or will when so executed and delivered constitute, a valid and binding obligation of Parent and Sub enforceable against Parent and Sub, is a valid and legally binding obligation of the Company and the Sellers, enforceable against the Company each of them in accordance with its respective terms, except that such enforcement as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors' creditors rights generally, and generally or by general equitable principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to obtaining shareholder approval as required by Section 607.1103 of the FBCA, to perform its obligations hereunder and (subject to, if required by the Delaware General Corporation Law, the approval of the stockholders of the Company) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by its Board of Directors, Directors and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, if than (i) any required approval by the Delaware General Corporation Law, Company's shareholders in connection with the approval of this Agreement by the stockholders consummation of the Company and Merger, (ii) the filing and recordation of appropriate merger documents as required by the Delaware General Corporation LawFBCA and (iii) the other items set forth in Section 3.01(d)). This Agreement has been duly executed and delivered by the Company and, subject to obtaining shareholder approval and assuming that this Agreement is a the due and valid authorization, execution and binding obligation of delivery hereof by Parent and Sub enforceable against Parent and SubPurchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws affecting the enforcement of creditors' rights generally, generally and by general equitable principles.

Authorization and Validity of Agreement. The Company Such Stockholder has the requisite power and authority authority, corporate, trust or otherwise, to execute and deliver this AgreementAgreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and (subject to, if required by the Delaware General Corporation Law, the approval of the stockholders of the Company) thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and the Transaction Documents to which it is a party by the Companysuch Stockholder, and the consummation by it of the transactions contemplated herebyhereby and thereby, have been duly authorized and approved approved, to the extent applicable, by its Board of Directors, Directors or other governing body and no other corporate action action, corporate, trust or otherwise, on the part of the Company such Stockholder is necessary to authorize the execution, delivery and performance of this Agreement and the Transaction Documents to which it is a party by the Company such Stockholder and the consummation of the transactions contemplated hereby (other than, if required by the Delaware General Corporation Law, the approval of this Agreement by the stockholders of the Company and the filing of appropriate merger documents as required by the Delaware General Corporation Law)thereby. This Agreement has been been, and on the Closing Date the Transaction Documents to which it is a party will have been, duly executed and delivered by the Company and, assuming that this Agreement is a such Stockholder and are valid and binding obligation obligations of Parent and Sub such Stockholder enforceable against Parent and Sub, is a valid and binding obligation of the Company enforceable against the Company such Stockholder in accordance with its terms, except that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and general equitable principles.

Authorization and Validity of Agreement. The Company has the requisite power and authority to execute and deliver this Agreementthe Transaction Documents to which it is a party, to perform its obligations hereunder thereunder and (subject to, if required by the Delaware General Corporation Law, the approval of the stockholders of the Company) to consummate the transactions contemplated herebythereby. The execution, delivery and performance of this Agreement by the CompanyTransaction Documents to which the Company is a party, and the consummation by it of the transactions contemplated herebythereby, have been duly authorized and approved by its the Company's Board of Directors, and no other corporate action on the part of the Company Company, other than the approval of the transactions contemplated hereby (including the Merger) by the Shareholders in accordance with applicable law, is necessary to authorize the execution, delivery and performance of this Agreement by the Company Transaction Documents and the consummation of the transactions contemplated hereby (other than, if required thereby. Such of the Transaction Documents as have been executed and delivered by the Delaware General Corporation LawCompany on or prior to the date hereof have been, and on the approval of this Agreement by the stockholders Closing Date such other of the Transaction Documents to which the Company and the filing of appropriate merger documents as required by the Delaware General Corporation Law). This Agreement has been is a party will have been, duly executed and delivered by the Company and, assuming that this Agreement is a and are and will be valid and binding obligation of Parent and Sub enforceable against Parent and Sub, is a valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and general equitable principles.

Authorization and Validity of Agreement. The Company ------------ ---------------------------------------- has the requisite all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and (and, subject toto obtaining the Company Shareholder Approval, if required by the Delaware General Corporation Law, the approval of the stockholders of the Company) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by its Board of Directors, Directors and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (hereby, other than, if required by the Delaware General Corporation Law, the approval of this Agreement by the stockholders of than obtaining the Company and the filing of appropriate merger documents as required by the Delaware General Corporation Law)Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement is a valid and binding obligation of Parent and Sub enforceable against Parent and Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws affecting the enforcement of creditors' rights generally, generally and by general equitable principles.

Authorization and Validity of Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and (subject to, if required by the Delaware General Corporation Law, the approval of the stockholders of the Company) to consummate the transactions contemplated herebyhereby in accordance with the terms hereof (subject to the approval of the Amended and Restated Certificate by the holders of a majority of the outstanding shares of Common Stock, and by the holders of two-thirds of the outstanding shares of Class A Preferred Stock, each voting as a class, and the filing and recordation of the Amended and Restated Certificate as required by the DGCL). The Company's Board of Directors (the "the Company Board") has duly authorized the execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by its Board of Directors, and no other corporate action proceedings on the part of the Company is are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of or the transactions contemplated hereby (other than, if required by than the Delaware General Corporation Law, the aforementioned approval of this Agreement the Amended and Restated Certificate by the stockholders of the Company and the filing of appropriate merger documents as required by the Delaware General Corporation LawCompany). This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement is a valid and binding obligation of Parent and Sub enforceable against Parent and Subconstitutes the legal, is a valid and binding obligation of the Company Purchaser, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement as may be limited by applicable any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally, and generally or by general equitable principlesprinciples of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. The Company has all requisite corporate power and authority, and the Shareholder has all requisite power and authority authority, to execute and deliver this Agreement, to perform its their respective obligations hereunder and (subject to, if required by the Delaware General Corporation Law, the approval of the stockholders of the Company) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, Company and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by its the Board of DirectorsDirectors and the Shareholder of the Company, and no other corporate action on the part of the Company or its Shareholder is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, if required by the Delaware General Corporation Law, the approval of this Agreement by the stockholders of the Company and the filing of appropriate merger documents as required by the Delaware General Corporation Law)hereby. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement is a valid and binding obligation of Parent the Shareholder and Sub enforceable against Parent and Sub, is a valid and binding obligation of the Company and the Shareholder enforceable against the Company each in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws affecting the enforcement of creditors' rights generally, generally and by general equitable principles.

Authorization and Validity of Agreement. The Company has --------------------------------------- the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and (subject to, if required by the Delaware General Corporation Law, the approval of the stockholders of the Company) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by its Board of Directors, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than, if required by the Delaware General Corporation Law, the approval of this Agreement by the stockholders of the Company and the filing of appropriate merger documents as required by the Delaware General Corporation Law). This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement is a valid and binding obligation of Parent and Sub enforceable against Parent and Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and general equitable principles.

Authorization and Validity of Agreement. The Company has the all requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, to perform its obligations hereunder and (subject to, if required by the Delaware General Corporation Law, the approval of the stockholders of the Company) to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by the Company, and the consummation by it the Company of the transactions contemplated hereby, hereby have been duly and validly authorized and approved by its Board of Directors, all necessary corporate action and no other corporate action or proceeding on the part of the Company is or will be necessary to authorize for the execution, delivery and performance by the Company of this Agreement and the consummation by the Company and the consummation of the transactions contemplated hereby (other than, if required by the Delaware General Corporation Law, the approval of this Agreement by the stockholders of the Company and the filing of appropriate merger documents as required by the Delaware General Corporation Law)hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming that this Agreement is the due authorization, execution and delivery hereof by the Buyer, constitutes a valid and binding obligation of Parent and Sub enforceable against Parent and Sublegal, is a valid and binding obligation of the Company Company, enforceable against the Company it in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general equity principles (whether considered in a proceeding in equity or at law). The Company’s Board of Directors, by resolutions duly adopted, has approved this Agreement and the enforcement transactions contemplated by this Agreement, including the Acquisition. No vote or approval of creditors' rights generally, the stockholders of the Company is required to approve the Acquisition and general equitable principlesthe consummation of the transactions contemplated by this Agreement.

Authorization and Validity of Agreement. The Company has the requisite ----------------------------------------------------- all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and (and, subject toto obtaining the Company Shareholder Approval, if required by the Delaware General Corporation Law, the approval of the stockholders of the Company) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by its Board of Directors, Directors and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (hereby, other than, if required by the Delaware General Corporation Law, the approval of this Agreement by the stockholders of than obtaining the Company and the filing of appropriate merger documents as required by the Delaware General Corporation Law)Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement is a valid and binding obligation of Parent and Sub enforceable against Parent and Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws affecting the enforcement of creditors' rights generally, generally and by general equitable principles.