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, and to perform its obligations under, this Agreement 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 Board of Directors and 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, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and 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 and validly authorized by its the Company Board of Directors and 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, exceptsubject, in the case of the Merger, for to the requisite approval of stockholders contemplated this Agreement by Section 1.08 hereofthe holder(s) of a majority of all of the Shares entitled to be cast, if applicablerequired by applicable law. This Agreement has been duly executed and delivered by the Company and (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, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and and, subject, in the case of the Merger, to obtaining the necessary approval of its stockholders, 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 the Company Board and, except for those actions obtaining the approval of the Merger from its Board of Directors and stockholders as contemplated in Section 1.8, 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, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly executed and delivered by the Company Company, and (assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser) ), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and 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 and validly authorized by its the Board of Directors of the Company (the “Company Board”), and no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except, in except that the case consummation of the Merger, for Merger requires the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicableStockholder Approval. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and Purchaser) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and 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 and validly authorized by its the Company Board of Directors and and, 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, exceptsubject, in the case of the Merger, for to receipt of the requisite approval Company Stockholder Approval described in Section 4.3(b), and the filing of stockholders contemplated by Section 1.08 hereof, if applicablethe Certificate of Merger as required under the DGCL. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) , is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full all necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and to consummate the transactions contemplated herebyTransactions (subject to the receipt of the Company Stockholder Approval). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by its the Company Board of Directors and 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, exceptexcept for, in the case of the Merger, for the requisite approval Company Stockholder Approval and the filing of stockholders contemplated by Section 1.08 hereof, if applicablethe Certificate of Merger with the Delaware Secretary of State. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, hereby have been duly and validly authorized by its the Company Board of Directors Directors; the stockholders of the Company have approved the Merger and adopted this Agreement; and no other corporate action proceedings on the part of the Company is are necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly and validly executed and delivered by the Company and (and, assuming the due and valid authorization, execution and delivery hereof by Parent and Purchaser) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full all necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and 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 and validly authorized by its the Company Board of Directors and and, 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, exceptsubject, in the case of the Merger, for to the requisite approval of stockholders contemplated this Agreement by Section 1.08 hereofthe holders of a majority of all of the Shares entitled to be cast, if applicablerequired by applicable law. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) , is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full all necessary corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and and, subject to obtaining the approval of its stockholders, to the extent necessary, 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 the Board and, except for obtaining the approval of its Board of Directors and stockholders as contemplated by Section 1.9 hereof, to the extent necessary, 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, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally generally, and (ii) the remedy of equitable remedies from specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliver, and to perform its obligations under, this Agreement 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 Board of Directors and 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, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 1.8 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full all necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and 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 and validly authorized by its the Company Board of Directors Directors, and 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, exceptsubject, in the case of the Merger, for to the requisite approval adoption of stockholders contemplated this Agreement by Section 1.08 hereofthe holders of a majority of all of the Shares entitled to vote on the adoption of this Agreement, if applicablerequired by applicable Law. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) , is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that that: (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally generally; and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver, deliver this Agreement and to perform its obligations under, this Agreement and to consummate the transactions contemplated herebyhereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by its the Board of Directors of the Company (the “Company Board”), and no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except, except that the Merger requires such approvals as are set forth in the case of the Merger, DGCL for the requisite approval of stockholders contemplated by mergers to be consummated pursuant to Section 1.08 hereof, if applicable251(h). This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and Purchaser) Entities, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtbrought (the “General Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations underhereunder, this Agreement and and, subject to obtaining the Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, Transactions have been duly authorized by its the Company Board of Directors and 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 and, except for the Company Stockholder Approval, the consummation by it of the transactions contemplated hereby, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicableTransactions. This Agreement has been duly executed and delivered by the Company and (and, assuming the due and valid authorization, execution and delivery hereof by Parent and Purchaser) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full all necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and 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 and validly authorized by its the Company Board of Directors Directors, and 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, exceptsubject, in the case of the Merger, for to the requisite approval of stockholders contemplated this Agreement by Section 1.08 hereofthe holders of a majority of all of the Shares entitled to be cast, if applicablerequired by applicable law. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) , is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and corporate authority to execute and deliver, and to perform its obligations under, deliver this Agreement and 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 and validly authorized by its Board of Directors and and, except for obtaining the approval of its stockholders as contemplated by Section 1.10 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 Agreement, and the consummation by it of the transactions Transactions contemplated hereby, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (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, terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding proceedings therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and and, subject to obtaining Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, hereby have been duly authorized by its Board board of Directors directors, and 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 and, except for the Company Shareholder Approval, the consummation by it of the transactions contemplated hereby, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and 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 and validly authorized by its Board of Directors the Company Board, and 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, except, in except for the case affirmative vote of the Merger, for holders of two-thirds of the requisite approval of stockholders outstanding Shares as contemplated by Section 1.08 hereof, if applicable6.2. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and Purchaser) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and, subject to obtaining the approval of the Merger by the holders of a majority of the issued and outstanding shares of Common Stock (the “Required Company Stockholder Vote”), if required, to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, Transactions have been duly authorized by its Board of Directors the Company Board, and 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 and, except for the Required Company Stockholder Vote, if required, the consummation by it of the transactions contemplated hereby, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicableTransactions. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and 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 and validly authorized by its the Board of Directors of the Company (the “Company Board”), and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement Agreement, the performance of its obligations hereunder and the consummation by it of the transactions contemplated herebyTransactions, except, in except that the case consummation of the Merger, for Merger requires the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicableStockholder Approval. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and Purchaser) Parties, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtbrought (the “General Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliverdeliver this Agreement, and has the requisite corporate power and authority to perform its obligations under, this Agreement and to consummate the transactions provided for or contemplated herebyby this Agreement, including, but not limited to, the Merger (collectively, the "Transactions"). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by its the Company Board of Directors Directors, and no other corporate action proceeding 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 other than, except, in the case of with respect to the Merger, for the requisite approval of stockholders contemplated the Merger and adoption of this Agreement by Section 1.08 hereof, if applicablethe Company's stockholders. This Agreement has been duly and validly executed and delivered by the Company and (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, except that (i) such enforcement may be terms subject to applicable laws of general application relating to bankruptcy, insolvencyinsolvency and relief of debtors and the rules of law governing specific performance, reorganization, moratorium injunctive relief or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and to consummate the transactions contemplated herebyhereby (the “Transactions”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by its the Board of Directors of the Company (the “Company Board”), and 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, except, in except that the case consummation of the Merger, for Merger requires the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicablethe holders of a majority of the Common Stock (the “Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and Purchaser) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and and, subject to obtaining any necessary approval of its stockholders for the Merger, 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 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 herebyhereby (other than, except, in the case of with respect to the Merger, for the requisite obtaining any approval of its stockholders as contemplated by Section 1.08 SECTION 1.6 hereof, if applicable). This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof thereof by Parent and the Purchaser) is , constitutes a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and and, subject to obtaining the Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, Transactions have been duly authorized by its the Company Board of Directors and and, except for the Company Stockholder Approval, 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, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicableTransactions. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and 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 and validly authorized by its Board of Directors and 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, except, in the case except that consummation of the Merger, for the requisite Merger may require approval of the Company's stockholders as contemplated by Section 1.08 1.11 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (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, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and 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 and validly authorized by its Board of Directors the Company Board, and 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, except, in except for the case affirmative vote of the Merger, for holders of two-thirds of the requisite approval of stockholders outstanding Shares as contemplated by Section 1.08 hereof, if applicable6.2. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and Purchaser) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute execute, deliver and deliver, and to perform its obligations under, this Agreement and and, subject to obtaining the Shareholder Approvals, to consummate the transactions contemplated herebyMerger. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, Merger have been duly authorized by its the Company Board of Directors and the Special Committee and, except (with respect to such consummation) for the Shareholder Approvals, 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, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (and, assuming the due and valid authorization, execution and delivery hereof by Parent and Purchaser) Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and and, subject to obtaining the approval of its shareholders, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated hereby, hereby have been duly authorized by its Board board of Directors and directors, and, except for, with respect to the Merger, obtaining the approval of its shareholders, 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, except, in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and, subject to approval by the Company's shareholders (and (assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) Sub), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliver, and to perform its obligations under, deliver this Agreement and and, to consummate the transactions contemplated hereby, subject to obtaining the approval of holders of fifty-five percent (55%) of the outstanding Shares prior to the consummation of the Merger. 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 no other all necessary corporate action on the part of the Company is necessary Company, subject to authorize the execution and delivery approval of its stockholders as contemplated by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, except, Section 1.8 hereof in the case of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser) the other parties hereto, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement and to consummate the transactions contemplated herebycontained herein. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it performance of the transactions contemplated hereby, its obligations contained herein have been duly authorized by its the Company Board of Directors Directors, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the performance of its obligations contained herein. No vote of, or consent by, the holders of any class or series of capital stock issued by the Company is necessary to authorize the execution and delivery by the consummation by it Company of this Agreement or the transactions contemplated hereby, except, in the case performance of the Merger, for the requisite approval of stockholders contemplated by Section 1.08 hereof, if applicableits obligations contained herein. This Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof thereof by Parent and Purchaser) , this Agreement is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws, now or hereafter in effect, laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance and or injunctive and or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.