Common use of Authorization; Validity of Agreement; Company Action Clause in Contracts

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliver this Agreement and, subject to any required shareholder approval, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by its Board of Directors and, except for obtaining the approval of its shareholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliver this Agreement and, subject to any obtaining the approval of its stockholders as required shareholder approvalby applicable law, to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly authorized by its the Board of Directors and, except for obtaining the approval of its shareholders stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliver this Agreement and, subject to any required shareholder approval, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by its Board of Directors and, except for obtaining the approval of its shareholders as contemplated by Section 1.8 1.5 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and the PurchaserMergerco, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliver this Agreement and, subject to any and assuming the required shareholder approval, approval of the stockholders of the Company as contemplated by Section 1.6 hereof) to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it of the transactions contemplated hereby, Transactions have been duly authorized by its the Company Board of Directors and, except for obtaining the approval of its shareholders stockholders as contemplated by Section 1.8 hereof1.6, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and or the consummation by it of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof thereof by Parent and the Purchaserother parties thereto, this Agreement is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Validity of Agreement; Company Action. The Company has full corporate corpo- rate power and authority to execute and deliver this Agreement and, subject to any required shareholder approval, and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by its the Board of Directors of the Company and, except for obtaining the approval of its shareholders stockholders as contemplated by Section 1.8 hereof3.7 or as otherwise required by Delaware law, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation consum- mation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and the PurchaserPurchas- er, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms.