Common use of Authorization; Valid and Binding Agreement Clause in Contracts

Authorization; Valid and Binding Agreement. Each of Parent and Merger Sub have all necessary corporate power and authority to execute and deliver this Agreement and to perform their respective obligations hereunder and to consummate, on the terms and subject to the conditions of this Agreement, the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date of this Agreement, the Board of Directors of Parent and the Board of Directors of Merger Sub have each approved and adopted this Agreement and the Merger at meetings duly called and held, and Parent, as the sole stockholder of Merger Sub, has approved and adopted this Agreement and the Merger. No vote of the stockholders of Parent is required to approve and adopt this Agreement and the Merger.

Authorization; Valid and Binding Agreement. Each of Parent and Merger Sub have has all necessary corporate power and authority to execute and deliver this Agreement and to perform their its respective obligations hereunder and to consummate, on the terms and subject to the conditions of this Agreement, the transactions contemplated by this Agreement, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date of this Agreement, the Parent’s Board of Directors of Parent Directors, at a meeting duly called and the held, and Merger Sub’s Board of Directors of Merger Sub Directors, by written consent, have each approved and adopted this Agreement and Agreement, the Merger at meetings duly called and held, and Parent, as the sole stockholder of Merger Sub, has approved and adopted this Agreement Offer and the Merger. No vote of the stockholders of Parent is required to approve and adopt this Agreement in connection with the Offer, the Merger and the Mergerother transactions contemplated by this Agreement.

Authorization; Valid and Binding Agreement. Each of Parent has all necessary corporate power and authority and Merger Sub have has all necessary corporate limited liability company power and authority to execute and deliver this Agreement and to perform their respective its obligations hereunder and to consummate, on the terms and subject to the conditions of this Agreement, the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, and assuming the due authorization, execution that this Agreement is a valid and delivery by binding obligation of the Company, this Agreement constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy lawsLaws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date of this Agreement, the Board of Directors of each of Parent and the Board of Directors of Merger Sub have each has approved and adopted the execution, delivery and performance of this Agreement and consummation by each of Parent and Merger Sub of the Merger at meetings duly called and held, transactions contemplated by this Agreement and Parent, acting as the sole stockholder member of Merger Sub, has approved and adopted this Agreement and the Merger. No vote of the stockholders of Parent is required to approve and adopt this Agreement and the MergerAgreement.