Common use of Authorization; Validity and Effect of Agreement Clause in Contracts

Authorization; Validity and Effect of Agreement. Acquiror has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Acquiror and the performance by Acquiror of its obligations hereunder and the consummation by them of the transactions contemplated hereby have been duly authorized by the Acquiror Board and, other than the adoption and approval of this Agreement by the holders of the Acquiror Common Stock and Acquiror Preferred Stock, voting together as a single class, no other corporate proceedings on the part of Acquiror are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Acquiror and constitutes a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. Acquiror has Parent and Merger Sub have the requisite corporate power and authority to execute, deliver and perform its their respective obligations under this Agreement and to consummate the transactions contemplated herebyMerger. The execution and delivery of this Agreement by Acquiror the Company and Merger Sub and the performance by Acquiror Parent and Merger Sub of its their respective obligations hereunder and the consummation by them of the transactions contemplated hereby Merger have been duly authorized by their respective boards of directors and all other necessary corporate action on the Acquiror Board and, other than the adoption and approval of this Agreement by the holders part of the Acquiror Common Stock Company and Acquiror Preferred Stock, voting together as a single class, Merger Sub and no other corporate proceedings on the part of Acquiror Parent or Merger Sub are necessary to authorize this Agreement and the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Acquiror Parent and Merger Sub and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of AcquirorParent and Merger Sub, enforceable against Acquiror in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. Acquiror has Parent and Merger Sub have the requisite corporate power and authority to execute, deliver and perform its their respective obligations under this Agreement and to consummate the transactions contemplated herebyMerger. The execution and delivery of this Agreement by Acquiror the Company and Merger Sub and the performance by Acquiror Parent and Merger Sub of its their respective obligations hereunder and the consummation by them of the transactions contemplated hereby Merger have been duly authorized by their respective boards of directors and all other necessary corporate action on the Acquiror Board and, other than the adoption and approval of this Agreement by the holders part of the Acquiror Common Stock Company and Acquiror Preferred Stock, voting together as a single class, Merger Sub and no other corporate proceedings on the part of Acquiror Parent or Merger Sub are necessary to authorize this Agreement and the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Acquiror Parent and Merger Sub and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of AcquirorParent and Merger Sub, enforceable against Acquiror in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. Acquiror Each of Parent and Merger Sub has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Acquiror each of Parent and Merger Sub and the performance by Acquiror each of Parent and Merger Sub of its obligations hereunder and the consummation by them of the transactions contemplated hereby have been duly authorized by the Acquiror Board andof Directors of Parent and the Board of Directors of Merger Sub and all other necessary corporate action on the part of Parent and Merger Sub, other than the adoption and approval of this Agreement by the holders of the Acquiror Common Stock and Acquiror Preferred Stock, voting together as a single class, no other corporate proceedings on the part of Acquiror Parent or Merger Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Acquiror each of Parent and Merger Sub and constitutes a legal, valid and binding obligation of Acquiroreach of Parent and Merger Sub, enforceable against Acquiror it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. Acquiror has Parent and Merger Sub have the requisite corporate power and authority to execute, deliver and perform its their respective obligations under this Agreement and to consummate the transactions contemplated herebyMerger. The execution and delivery of this Agreement by Acquiror the Company and Merger Sub and the performance by Acquiror Parent and Merger Sub of its their respective obligations hereunder and the consummation by them of the transactions contemplated hereby Merger have been duly authorized by their respective Boards of Directors and all other necessary corporate action on the Acquiror Board and, other than the adoption and approval of this Agreement by the holders part of the Acquiror Common Stock Company and Acquiror Preferred Stock, voting together as a single class, Merger Sub and no other corporate proceedings on the part of Acquiror Parent or Merger Sub are necessary to authorize this Agreement and the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Acquiror Parent and Merger Sub and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of AcquirorParent and Merger Sub, enforceable against Acquiror in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. Acquiror has BPK and Merger Sub have the requisite corporate power and authority to execute, deliver and perform its their respective obligations under this Agreement and to consummate the transactions contemplated herebyMerger. The execution and delivery of this Agreement by Acquiror BPK and Merger Sub and the performance by Acquiror BPK and Merger Sub of its their respective obligations hereunder and the consummation by them of the transactions contemplated hereby Merger have been duly authorized by their respective boards of directors and all other necessary corporate action on the Acquiror Board and, other than the adoption part of BPK and approval of this Agreement by the holders of the Acquiror Common Stock Merger Sub and Acquiror Preferred Stock, voting together as a single class, no other corporate proceedings on the part of Acquiror BPK or Merger Sub are necessary to authorize this Agreement and the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Acquiror BPK and Merger Sub and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of AcquirorBPK and Merger Sub, enforceable against Acquiror in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. Acquiror Each of Parent and Merger Sub has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Acquiror Parent and Merger Sub and the performance by Acquiror them of its their respective obligations hereunder and the consummation by them of the transactions contemplated hereby have been duly authorized by the Acquiror Parent Board andand the Board of Directors of Merger Sub, other than the adoption and approval of this Agreement by the holders of the Acquiror Common Stock and Acquiror Preferred Stock, voting together as a single class, no other corporate proceedings (including, without limitation, stockholder action) on the part of Acquiror Parent or Merger Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Acquiror Parent and Merger Sub and constitutes a legal, valid and binding obligation of AcquirorParent and Merger Sub, enforceable against Acquiror them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.