Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions. The Company need not give any further notice to, make any filing with, or obtain any further authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full corporate power and authority and each Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the CompanyCompany and each Seller, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. The Company has full corporate all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes the a valid and legally binding obligation of the Company, enforceable against it in accordance with its terms.

Authorization of Transaction. The Company has Acquiring Companies have full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its their obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the CompanyAcquisition Companies, enforceable in accordance with its termsterms and conditions. The execution and delivery of this Agreement has been duly approved and authorized by the Boards of Directors of the Acquisition Companies, and no other corporate proceedings on the part of either Acquisition Company are necessary to authorize this Agreement and the transactions contemplated hereby.

Authorization of Transaction. The Company has the full corporate power and authority to execute execute, deliver and deliver perform this Agreement and to perform its obligations hereunder, and to carry out the transactions contemplated hereby. This All necessary action, corporate or otherwise, has been taken by the Company to authorize the execution, delivery and performance of this Agreement constitutes and the transactions contemplated hereby. The Agreement has been duly executed and delivered by the Company. The Agreement is the legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms.

Authorization of Transaction. The Company has full corporate power and authority to execute execute, deliver and deliver perform this Agreement to which it is, or is specified to be, a party. The Board of Directors of the Company have duly authorized and approved this Agreement and to perform its obligations hereunderthe transactions contemplated hereby. This Agreement has been, or when executed, will be, duly executed and delivered by the Company and constitutes the legal, valid and legally binding obligation obligations of the Company, Company enforceable in accordance with its their respective terms.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement, the Investors Rights Agreement and the Distribution and License Agreement and to perform its obligations hereunderhereunder and thereunder. This Agreement Each of the Transactional Agreements constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termstheir respective terms and conditions. Except for filings that may be required by applicable state securities laws, the Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by the Transactional Agreements.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized and executed by the Company and constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Local Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of Company has duly authorized the execution, delivery, and performance of this Agreement by Company. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. The Acquired Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Acquired Company, enforceable in accordance with its termsterms and conditions. The Acquired Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate this Transaction.

Authorization of Transaction. The Company Corporation has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the CompanyCorporation, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. The Except as set forth on Schedule 4.2, the Company has full corporate power and authority and has taken all requisite action to enable it to execute and deliver this Agreement Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its termsterms and conditions.

Authorization of Transaction. The Company has full corporate all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunderhereunder and thereunder. The execution and delivery by the Company of the Transaction Documents 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. This Agreement has been duly and validly executed and delivered by the Company and constitutes the a valid and legally binding obligation of the Company, enforceable against them in accordance with its terms.

Authorization of Transaction. The Company has full corporate power and, upon execution and delivery of the shareholders’ consent attached to this Agreement, will have, authority (including full power and authority as a corporation) to execute and deliver this Agreement and to perform its obligations hereunderunder this Agreement. This Agreement constitutes the valid and legally binding obligation of the Company, Company and is enforceable in accordance with its termsterms and conditions. The Company is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of, any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full corporate limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company. The directors of the Company have resolved to recommend that the members of the Company approve and adopt this Agreement and the Merger, and have directed that such matters be submitted to the members of the Company for approval.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and each of the other documents to be executed by it as required under this Agreement, and to perform its obligations hereunderhereunder and thereunder. This The Company has taken such action, including obtaining approval by its managers, as may be necessary for the Company to execute, deliver and perform this Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termseach such other documents.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and the other documents referenced herein and to perform its obligations hereunderhereunder and thereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions. The Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any governmental authority in order to consummate the transactions contemplated by this Agreement. The Company will need to file the appropriate documentation with the SEC.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and each of the other documents to be executed by it as required under this Agreement, and to perform its obligations hereunderhereunder and thereunder. This The Company has taken such action, including obtaining approval by its board of directors and shareholders, as may be necessary for the Company to execute, deliver and perform this Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termseach such other documents.

Authorization of Transaction. The Each Company has full corporate power and authority to execute and deliver this Agreement and each of the other documents to be executed by it as required under this Agreement, and to perform its obligations hereunderhereunder and thereunder. This Each Company has taken such action, including obtaining approval by its managers, as may be necessary for such Company to execute, deliver and perform this Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termseach such other documents.

Authorization of Transaction. The Company has full corporate power and authority (including full entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the The Company, enforceable in accordance with its termsterms and conditions. The Company does not need to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions subject to the effect of any applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditor's rights generally.

Authorization of Transaction. The Company has full corporate all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunderunder this Agreement and the Transaction Documents. The execution and delivery by the Company of this Agreement and the Transaction Documents 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. This Agreement has been duly and validly executed and delivered by the Company and constitutes the a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms.

Authorization of Transaction. The Company has the full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Subject to execution, delivery and authorization of the Purchasers, this Agreement constitutes the valid and legally binding obligation of the Company, Company enforceable in accordance with its termsterms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes The Transaction Agreements, when executed and delivered by Company, will constitute the valid and legally binding obligation of the Company, enforceable in accordance with its their respective terms. All corporate action required to be taken by Company’s members, managers, and officers necessary for the execution, delivery, and performance of the Transaction Agreements, and the issuance of the Units, has been taken or will be taken prior to the Closing.

Authorization of Transaction. The Company has full corporate all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes has been duly and validly authorized, executed and delivered by the Company and, when duly and validly executed and delivered by each other party hereto, will constitute a valid and legally binding obligation of the Company, enforceable against it in accordance with its terms.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the CompanyCompany and the Shareholders, enforceable in accordance with its terms.. Except as required for the Merger Filing, neither the Company nor the Shareholders need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency or other Person in order to consummate the transactions contemplated by this Agreement. 14

Authorization of Transaction. The Company has full corporate all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes has been duly and validly executed and delivered by the Company and, when duly and validly executed and delivered by each other party hereto, will constitute a valid and legally binding obligation of the Company, enforceable against it in accordance with its terms.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate this Transaction.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of Company and the stockholders of the Company (i.e., the Parent Company) have duly authorized the execution, delivery, and performance of this Agreement by the Company. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Company cannot consummate the Purchase unless and until it receives the approval of all of the Shareholders. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable by Purchaser in accordance with its termsterms and conditions.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and each of the other documents to be executed by it as required under this Agreement, and to perform its obligations hereunderhereunder and thereunder. This The Company has taken such action, including obtaining approval by its Board of Directors, as may be necessary for the Company to execute, deliver and perform this Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termseach such other documents.

Authorization of Transaction. The Company has full power and ---------------------------- authority (including full corporate power and authority authority) to execute and deliver this Agreement and the other Transaction Agreements to which it is a party and to perform its obligations hereunderthereunder; provided, however, that the Company cannot consummate the Merger unless and until it receives the Requisite Shareholders Approval. This Agreement constitutes and the other Transaction Agreements to which it is a party constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its termsterms and conditions.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions. The Company will give any notice to, make any filing with, or obtain any INSURFINANCIAL / ECO FEE AGREEMENT INITIAL BY COMPANY ECO authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and each of the other documents to be executed by it as required under this Agreement, and to perform its obligations hereunderhereunder and thereunder. This The Company has taken such action, including obtaining approval by its managers, as may be necessary for the Company to execute, deliver and perform this Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms.each such other documents. ​ ​

Authorization of Transaction. The Each Company has full all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the immediately preceding sentence, the Board of Directors of each Company has duly authorized the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each Company. This Agreement constitutes the valid and legally binding obligation of the Company, each Company enforceable against it in accordance with its terms.

Authorization of Transaction. The Company has full corporate power and authority to execute execute, deliver and deliver perform this Agreement to which it is, or is specified to be, a party. The Board of Directors of the Company have duly authorized and approved this Agreement and to perform its obligations hereunderthe transactions contemplated hereby. This Agreement constitutes has been, or when executed, will be, duly executed and delivered by the Company and constitute legal, valid and legally binding obligation obligations of the Company, Company enforceable in accordance with its their respective terms.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and all Related Agreements and to perform its obligations hereunderhereunder and thereunder. This Agreement constitutes and the Related Agreements to which it is a party constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its termstheir respective terms and conditions.

Authorization of Transaction. The Company It has full the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and it has been duly authorized by all requisite corporate action to execute, deliver and fully perform hereunder. This Agreement constitutes the valid and legally binding obligation of the Companyupon it, enforceable in accordance with its terms. It need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any person or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full corporate power and authority to, and has taken all actions necessary to authorize it to, execute and deliver this the Agreement and each of the agreements or documents related thereto, and to perform its obligations hereunderthereunder. This Agreement constitutes the a valid and legally binding obligation of the Company, enforceable in accordance with its termsthe terms and conditions set forth herein, except as limited by bankruptcy, insolvency and general principles of equity.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the board of directors and shareholders of the Company.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement or any other document or instrument contemplated hereby or thereby (collectively, the “Transaction Documents”), and to perform its obligations hereunderunder any Transaction Document. This Agreement constitutes the The Transaction Documents constitute valid and legally binding obligation obligations of the Company, enforceable in accordance with its termsthe terms and conditions thereof.

Authorization of Transaction. The Company has full corporate power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This When executed by the proper officer of the Company, this Agreement constitutes will constitute the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions. The execution, delivery and performance of this Agreement by the Company has been duly and effectively authorized and approved by its board of directors and all requisite corporate action has been taken.

Authorization of Transaction. The Company Compuventures has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the CompanyCompuventures, enforceable in accordance with its terms.terms and conditions. Compuventures is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors and the Stockholders of the Company has duly authorized the execution, delivery, and performance of this Agreement by the Company. This Agreement constitutes the valid and legally binding obligation of each of the CompanyCompany and the Stockholders, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. The Company has full corporate power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the Board of Managers of the Company and Unitholder have duly authorized the execution, delivery, and performance of this Agreement by the Company. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. The Company has full corporate limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company. The governors of the Company have resolved to recommend that the members of the Company approve and adopt this Agreement and the Merger, and have directed that such matters be submitted to the members of the Company for approval.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full corporate ------------------------------ power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally and by general principals of equity.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors and the Shareholders of the Company have duly authorized the execution, delivery, and performance of this Agreement by the Company. This Agreement constitutes the valid and legally binding obligation of each of the CompanyCompany and the Shareholders, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has obtained the approval of its Shareholders to consummate this Agreement and perform the obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. The Company has the full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Subject to execution, delivery and authorization of the Purchaser, this Agreement constitutes the valid and legally binding obligation of the Company, Company enforceable in accordance with its termsterms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements and to perform its obligations hereunderthereunder. This Agreement constitutes The Transaction Agreements, when executed and delivered by Company, will constitute the valid and legally binding obligation of the Company, enforceable in accordance with its their respective terms. All limited liability company action required to be taken by Company’s members, managers, and officers necessary for the execution, delivery, and performance of the Transaction Agreements, has been taken or will be taken prior to the Closing.

Authorization of Transaction. The Company has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company.

Authorization of Transaction. The Company has full corporate power and ---------------------------- authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Company has full right, power, and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This The execution, delivery and performance of this Agreement constitutes and the valid and legally binding obligation consummation of the transactions contemplated hereby, have been duly authorized by Company’s Board of Directors and the Company Stockholders and no other corporate or other action on the part of Company or any holder of its securities is necessary to authorize the execution, enforceable in accordance with its terms.delivery and performance of this Agreement and the consummation of the transactions contemplated

Authorization of Transaction. The Company has full power and authority, including full corporate power and authority authority, to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors has duly authorized the execution, delivery, and performance of this Agreement. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the a valid and legally binding obligation of the Company, enforceable in accordance with its termsterms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.