Common use of Authorization; Execution and Validity Clause in Contracts

Authorization; Execution and Validity. The Company has all necessary corporate power and authority to (a) execute and deliver this Agreement and the agreements, instruments, certificates and documents to be executed and delivered by it as contemplated hereby, including the Voting Agreement (the “Company Ancillary Agreements”) and (b) subject to the adoption of this Agreement by Company Stockholders holding at least a majority of the outstanding shares of Common Stock, Series B Preferred Stock (voting on an as-converted basis) and Series C Preferred Stock (voting on an as-converted basis), voting together as a single class (the “Company Requisite Vote”), perform its obligations under this Agreement and the Company Ancillary Agreements and consummate the transactions contemplated hereby and thereby. Immediately following execution of this Agreement, (1) Holders of (A) a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class and (B) a majority of the outstanding shares of Series B Preferred Stock and Series C Preferred Stock voting together as a single class will approve this Agreement and the Merger and the other transactions contemplated by this Agreement by written consent duly adopted by such holders as contemplated by Section 7 of the Certificate of Designations of the Series B Preferred Stock of the Company and Section 7 of the Certificate of Designation of the Series C Preferred Stock of the Company (the “Preferred Stock Written Consent”) and deliver such executed consent to the Company and (2) the Company shall deliver a copy of the Preferred Stock Written Consent to Parent together with a certificate acknowledging that such consent has become effective. Following its delivery to the Company as contemplated in the immediately prior sentence, the Preferred Stock Written Consent will remain in full force and effect. The execution and delivery by the Company of this Agreement and Company Ancillary Agreements, and, subject to the adoption of this Agreement by the Company Requisite Vote, the performance by the Company of this Agreement and the Company Ancillary Agreements and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company and no other action on the part of the Company or Company Stockholders is necessary to authorize this Agreement or the Company Ancillary Agreements and the transactions contemplated hereby or thereby. Upon the execution and delivery thereof by the Company, each of this Agreement and the Company Ancillary Agreements (to the extent such documents purport to create binding obligations on the part of the Company) will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company Board, at a meeting duly called and held, acting on the unanimous recommendation of a special committee of the Company Board, has (i) unanimously approved and declared advisable this Agreement and the Merger (the “Company Determination”), (ii) unanimously recommended adoption of this Agreement by the holders of Common Stock and Preferred Stock (the “Company Recommendation”) and (iii) directed that this Agreement be submitted for consideration by holders of Common Stock and Preferred Stock at a meeting of Company Stockholders. The adoption of this Agreement by the Company Requisite Vote is the only vote or consent of the holders of any class of or series of capital stock of the Company required to adopt this Agreement, the Company Ancillary Agreements and approve the Merger and the other transactions contemplated by this Agreement or any of the Company Ancillary Agreements under Requirements of Law.

Authorization; Execution and Validity. (a) The Company has all necessary full corporate power and authority to (a) execute and deliver this Agreement and the agreements, instruments, certificates and documents to be executed and delivered by it as contemplated hereby, including the Voting Agreement (the “Company Ancillary Agreements”) and (b) subject to the adoption of this Agreement by Company Stockholders holding at least a majority each of the outstanding shares of Common Stock, Series B Preferred Stock (voting on an as-converted basis) Transaction Documents to which it is a party and Series C Preferred Stock (voting on an as-converted basis), voting together as a single class (the “Company Requisite Vote”), perform its obligations under this Agreement and the Company Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. Immediately following execution of this Agreement, (1) Holders of (A) a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class and (B) a majority of the outstanding shares of Series B Preferred Stock and Series C Preferred Stock voting together as a single class will approve this Agreement and the Merger and the other transactions contemplated by this Agreement by written consent duly adopted by such holders as contemplated by Section 7 of the Certificate of Designations of the Series B Preferred Stock of the Company and Section 7 of the Certificate of Designation of the Series C Preferred Stock of the Company (the “Preferred Stock Written Consent”) and deliver such executed consent to the Company and (2) the Company shall deliver a copy of the Preferred Stock Written Consent to Parent together with a certificate acknowledging that such consent has become effective. Following its delivery to the Company as contemplated in the immediately prior sentence, the Preferred Stock Written Consent will remain in full force and effect. The execution and delivery by the Company of this Agreement and Company Ancillary Agreements, and, subject the Transaction Documents to the adoption of this Agreement by the Company Requisite Votewhich it is a party, the performance by the Company of this Agreement and the Company Ancillary Agreements its obligations thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate limited liability company action on the part of the Company Company. The Transaction Documents to which it is a party have been duly executed and no other action on delivered by the part of Company. Assuming the Company or Company Stockholders is necessary to authorize this Agreement or the Company Ancillary Agreements due and the transactions contemplated hereby or thereby. Upon the valid authorization, execution and delivery thereof hereof by Purchaser, the Transaction Documents to which it is a party when executed and delivered by the Company, each of this Agreement and the Company Ancillary Agreements (to the extent such documents purport to create binding obligations on the part of the Company) will constitute be valid and binding obligations of the Company, Company enforceable against the Company in accordance with its their terms, subject except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally (collectively, the “Enforceability Limitations”). (b) Each Seller has full legal right, power and authority to the Enforceability Exceptions. The Company Board, at a meeting duly called execute and held, acting on the unanimous recommendation of a special committee of the Company Board, has (i) unanimously approved and declared advisable deliver this Agreement and each of the Merger (Transaction Documents to which it is a party and to consummate the “Company Determination”), (ii) unanimously recommended adoption transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and any other Transaction Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the holders consummation by such Seller of Common Stock the transactions contemplated hereby and Preferred Stock (thereby have been duly authorized by all requisite action on the “Company Recommendation”) part of such Seller. This Agreement has been duly executed and delivered by each Seller, and (iiiassuming due authorization, execution and delivery by Purchaser) directed that this Agreement constitutes a legal, valid and binding obligation of each Seller enforceable against such Seller in accordance with its terms. When each other Transaction Document to which each Seller is or will be submitted for consideration a party has been duly executed and delivered by holders such Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Common Stock and Preferred Stock at a meeting of Company Stockholders. The adoption of this Agreement by the Company Requisite Vote is the only vote or consent of the holders of any class of or series of capital stock of the Company required to adopt this Agreement, the Company Ancillary Agreements and approve the Merger and the other transactions contemplated by this Agreement or any of the Company Ancillary Agreements under Requirements of Lawsuch Seller enforceable against him in accordance with its terms.

Authorization; Execution and Validity. The Company (a) Parent has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements, instruments, certificates and documents to be executed and delivered by it as contemplated hereby (the “Parent Ancillary Agreements”), perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Parent Ancillary Agreements by Parent, the performance by Parent of its obligations hereunder and thereunder and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent, constitutes the valid and binding obligation of Parent and is enforceable against Parent in accordance with its terms, subject to the Enforceability Exceptions. Upon the execution and delivery thereof by Parent, each of the Parent Ancillary Agreements (to the extent such documents purport to create binding obligations on the part of Parent) will constitute a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Enforceability Exceptions. (b) Sub has all requisite corporate power and authority to (a) execute and deliver this Agreement and the agreements, instruments, certificates and documents to be executed and delivered by it as contemplated hereby, including the Voting Agreement hereby (the “Company Sub Ancillary Agreements” and, together with the Parent Ancillary Agreements, the “Acquiror Ancillary Agreements”) and (b) subject to the adoption of this Agreement by Company Stockholders holding at least a majority Parent as the sole stockholder of the outstanding shares of Common Stock, Series B Preferred Stock (voting on an as-converted basis) and Series C Preferred Stock (voting on an as-converted basis), voting together as a single class (the “Company Requisite Vote”)Sub, perform its obligations under this Agreement and the Company Sub Ancillary Agreements Agreement and consummate the transactions contemplated hereby and thereby. Immediately following execution of this Agreement, (1) Holders of (A) a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class and (B) a majority of the outstanding shares of Series B Preferred Stock and Series C Preferred Stock voting together as a single class will approve this Agreement and the Merger and the other transactions contemplated by this Agreement by written consent duly adopted by such holders as contemplated by Section 7 of the Certificate of Designations of the Series B Preferred Stock of the Company and Section 7 of the Certificate of Designation of the Series C Preferred Stock of the Company (the “Preferred Stock Written Consent”) and deliver such executed consent to the Company and (2) the Company shall deliver a copy of the Preferred Stock Written Consent to Parent together with a certificate acknowledging that such consent has become effective. Following its delivery to the Company as contemplated in the immediately prior sentence, the Preferred Stock Written Consent will remain in full force and effect. The execution and delivery by the Company Sub of this Agreement and Company the Sub Ancillary Agreements, and, Agreements and subject to the adoption of this Agreement by Parent as the Company Requisite Votesole stockholder of Sub, the performance by the Company Sub of this Agreement and the Company Sub Ancillary Agreements and the consummation by the Company Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company and no other action on the part of the Company Sub or Company Stockholders its sole stockholder is necessary to authorize this Agreement or the Company Ancillary Agreements and the transactions contemplated hereby or therebyhereby. Upon the execution and delivery thereof by the CompanySub, each of this Agreement and the Company Sub Ancillary Agreements (to the extent such documents purport to create binding obligations on the part of the CompanySub) will constitute valid and binding obligations of the CompanySub, enforceable against the Company Sub in accordance with its terms, subject to the Enforceability Exceptions. The Company BoardBoard of Directors of Sub, at a meeting duly called and held, acting on the unanimous recommendation of a special committee of the Company Board, by written consent has (i) unanimously approved and declared advisable this Agreement and the Merger (the “Company Determination”)Merger, (ii) unanimously recommended adoption of this Agreement by Parent as the holders sole stockholder of Common Stock and Preferred Stock (the “Company Recommendation”) Sub and (iii) directed that submitted adoption of this Agreement be submitted for consideration by holders to Parent as the sole stockholder of Common Stock and Preferred Stock at a meeting of Company StockholdersSub. The adoption of this Agreement by the Company Requisite Vote Parent is the only vote or consent of the holders of any class of or series of capital stock of the Company Sub required to adopt this Agreement, the Company Ancillary Agreements and approve the Merger and the other transactions contemplated by this Agreement or any of the Company Ancillary Agreements under Requirements of Law.

Authorization; Execution and Validity. (a) The Company has all necessary full corporate power and authority to (a) execute and deliver this Agreement and the agreements, instruments, certificates and documents to be executed and delivered by it as contemplated hereby, including the Voting Agreement (the “Company Ancillary Agreements”) and (b) subject to the adoption of this Agreement by Company Stockholders holding at least a majority each of the outstanding shares of Common Stock, Series B Preferred Stock (voting on an as-converted basis) Transaction Documents to which it is a party and Series C Preferred Stock (voting on an as-converted basis), voting together as a single class (the “Company Requisite Vote”), perform its obligations under this Agreement and the Company Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. Immediately following execution of this Agreement, (1) Holders of (A) a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class and (B) a majority of the outstanding shares of Series B Preferred Stock and Series C Preferred Stock voting together as a single class will approve this Agreement and the Merger and the other transactions contemplated by this Agreement by written consent duly adopted by such holders as contemplated by Section 7 of the Certificate of Designations of the Series B Preferred Stock of the Company and Section 7 of the Certificate of Designation of the Series C Preferred Stock of the Company (the “Preferred Stock Written Consent”) and deliver such executed consent to the Company and (2) the Company shall deliver a copy of the Preferred Stock Written Consent to Parent together with a certificate acknowledging that such consent has become effective. Following its delivery to the Company as contemplated in the immediately prior sentence, the Preferred Stock Written Consent will remain in full force and effect. The execution and delivery by the Company of this Agreement and Company Ancillary Agreements, and, subject the Transaction Documents to the adoption of this Agreement by the Company Requisite Votewhich it is a party, the performance by the Company of this Agreement and the Company Ancillary Agreements its obligations thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company Company. The Transaction Documents to which it is a party have been duly executed and no other action on delivered by the part of Company. Assuming the Company or Company Stockholders is necessary to authorize this Agreement or the Company Ancillary Agreements due and the transactions contemplated hereby or thereby. Upon the valid authorization, execution and delivery thereof hereof by Buyers, the Transaction Documents to which it is a party when executed and delivered by the Company, each of this Agreement and the Company Ancillary Agreements (to the extent such documents purport to create binding obligations on the part of the Company) will constitute be valid and binding obligations of the Company, Company enforceable against the Company in accordance with its their terms, subject except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally (collectively, the “Enforceability Limitations”). (b) The Seller has full legal right, power and authority to the Enforceability Exceptions. The Company Board, at a meeting duly called execute and held, acting on the unanimous recommendation of a special committee of the Company Board, has (i) unanimously approved and declared advisable deliver this Agreement and each of the Merger (Transaction Documents to which it is a party and to consummate the “Company Determination”), (ii) unanimously recommended adoption transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the holders consummation by such Seller of Common Stock the transactions contemplated hereby and Preferred Stock (thereby have been duly authorized by all requisite action on the “Company Recommendation”) part of such Seller. This Agreement has been duly executed and delivered by Seller, and (iiiassuming due authorization, execution and delivery by Buyers) directed that this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against such Seller in accordance with its terms. When each other Transaction Document to which Seller is or will be submitted for consideration a party has been duly executed and delivered by holders such Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Common Stock and Preferred Stock at a meeting of Company Stockholders. The adoption of this Agreement by the Company Requisite Vote is the only vote or consent of the holders of any class of or series of capital stock of the Company required to adopt this Agreement, the Company Ancillary Agreements and approve the Merger and the other transactions contemplated by this Agreement or any of the Company Ancillary Agreements under Requirements of Lawsuch Seller enforceable against it in accordance with its terms.

Authorization; Execution and Validity. (a) The Company has all necessary corporate full limited liability company power and authority to (a) execute and deliver this Agreement and the agreements, instruments, certificates and documents to be executed and delivered by it as contemplated hereby, including the Voting Agreement (the “Company Ancillary Agreements”) and (b) subject to the adoption of this Agreement by Company Stockholders holding at least a majority each of the outstanding shares of Common Stock, Series B Preferred Stock (voting on an as-converted basis) Transaction Documents to which it is a party and Series C Preferred Stock (voting on an as-converted basis), voting together as a single class (the “Company Requisite Vote”), perform its obligations under this Agreement and the Company Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. Immediately following execution of this Agreement, (1) Holders of (A) a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class and (B) a majority of the outstanding shares of Series B Preferred Stock and Series C Preferred Stock voting together as a single class will approve this Agreement and the Merger and the other transactions contemplated by this Agreement by written consent duly adopted by such holders as contemplated by Section 7 of the Certificate of Designations of the Series B Preferred Stock of the Company and Section 7 of the Certificate of Designation of the Series C Preferred Stock of the Company (the “Preferred Stock Written Consent”) and deliver such executed consent to the Company and (2) the Company shall deliver a copy of the Preferred Stock Written Consent to Parent together with a certificate acknowledging that such consent has become effective. Following its delivery to the Company as contemplated in the immediately prior sentence, the Preferred Stock Written Consent will remain in full force and effect. The execution and delivery by the Company of this Agreement and Company Ancillary Agreements, and, subject the Transaction Documents to the adoption of this Agreement by the Company Requisite Votewhich it is a party, the performance by the Company of this Agreement and the Company Ancillary Agreements its obligations thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate limited liability company action on the part of the Company Company. The Transaction Documents to which it is a party have been duly executed and no other action on delivered by the part of Company. Assuming the Company or Company Stockholders is necessary to authorize this Agreement or the Company Ancillary Agreements due and the transactions contemplated hereby or thereby. Upon the valid authorization, execution and delivery thereof hereof by Purchaser, the Transaction Documents to which it is a party when executed and delivered by the Company, each of this Agreement and the Company Ancillary Agreements (to the extent such documents purport to create binding obligations on the part of the Company) will constitute be valid and binding obligations of the Company, Company enforceable against the Company in accordance with its their terms, subject except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally (collectively, the “Enforceability Limitations”). (b) Each Seller has full legal right, power and authority to the Enforceability Exceptions. The Company Board, at a meeting duly called execute and held, acting on the unanimous recommendation of a special committee of the Company Board, has (i) unanimously approved and declared advisable deliver this Agreement and each of the Merger (Transaction Documents to which it is a party and to consummate the “Company Determination”), (ii) unanimously recommended adoption transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and any other Transaction Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the holders consummation by such Seller of Common Stock the transactions contemplated hereby and Preferred Stock (thereby have been duly authorized by all requisite action on the “Company Recommendation”) part of such Seller. This Agreement has been duly executed and delivered by each Seller, and (iiiassuming due authorization, execution and delivery by Purchaser) directed that this Agreement constitutes a legal, valid and binding obligation of each Seller enforceable against such Seller in accordance with its terms. When each other Transaction Document to which each Seller is or will be submitted for consideration a party has been duly executed and delivered by holders such Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Common Stock and Preferred Stock at a meeting of Company Stockholders. The adoption of this Agreement by the Company Requisite Vote is the only vote or consent of the holders of any class of or series of capital stock of the Company required to adopt this Agreement, the Company Ancillary Agreements and approve the Merger and the other transactions contemplated by this Agreement or any of the Company Ancillary Agreements under Requirements of Lawsuch Seller enforceable against him in accordance with its terms.