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

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by 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, delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that the consummation of the Merger requires the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement by Parent and 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, 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 corporate power and authority to execute and deliver this Agreement and and, subject, in the case of the Merger, to obtaining the necessary approval of its stockholders, to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactionstransactions contemplated hereby, have been duly and validly authorized by the Company Board of Directors and, except for those actions obtaining the approval of the Company (the “Company Board”)Merger from its stockholders as contemplated in Section 1.8, and no other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that the consummation of the Merger requires the Stockholder Approvaltransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company andCompany, and assuming due and valid authorization, execution and delivery of this Agreement hereof by the Parent and Merger Subthe 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, insolvency, moratorium 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 corporate power and authority to execute and deliver deliver, and to perform its obligations under, this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactionstransactions contemplated hereby, have been duly and validly authorized by the its 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 and delivery and performance by the Company of this Agreement and the consummation by it of the Transactionstransactions contemplated hereby, except that except, in the consummation case of the Merger requires Merger, for the Stockholder Approvalrequisite 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 of this Agreement hereof by Parent and Merger Sub, 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, insolvency, 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 deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company 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 and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that subject, in the consummation case of the Merger requires Merger, to the Stockholder Approvalapproval of this Agreement by the holder(s) of a majority of all of the Shares entitled to be cast, if required by applicable law. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and Merger Subthe 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, reorganization, insolvency, 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. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactionsperform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by 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, delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that the consummation of the Merger requires such approvals as are set forth in the Stockholder ApprovalDGCL for mergers to be consummated pursuant to Section 251(h). This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement by the Parent and Merger SubEntities, 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, 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 broughtbrought (the “General Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the TransactionsTransactions (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, have been duly and validly authorized by the Company 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 and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that for, in the consummation case of the Merger, the Company Stockholder Approval and the filing of the Certificate of Merger requires with the Stockholder ApprovalDelaware Secretary of State. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and 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, 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 all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the approval of its stockholders, to the extent necessary, to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactionstransactions contemplated hereby, have been duly and validly authorized by the Board and, except for obtaining the approval of Directors of its stockholders as contemplated by Section 1.9 hereof, to the Company (the “Company Board”)extent necessary, and no other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that the consummation of the Merger requires the Stockholder Approvaltransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, and (assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and Merger Sub, 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, insolvency, moratorium or other similar Lawslaws, 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. (a) The Company has full corporate power and corporate authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the its Board of Directors and, except for obtaining the approval of the Company (the “Company Board”)its stockholders as contemplated by Section 1.10 hereof, and no other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement Agreement, and the consummation by it of the Transactions, except that the consummation of the Merger requires the Stockholder ApprovalTransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and Merger Subthe 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, insolvency, moratorium 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 proceedings 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 this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors of the Company (the “Company Board”)and, and no other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that subject, in the consummation case of the Merger, to receipt of the Company Stockholder Approval described in Section 4.3(b), and the filing of the Certificate of Merger requires as required under the Stockholder ApprovalDGCL. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and Merger SubPurchaser, 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, 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. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder, and, subject to obtaining the Company Stockholder Approval, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the Transactions, Transactions have been duly and validly authorized by the Company 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 and delivery and performance by the Company of this Agreement and and, except for the Company Stockholder Approval, the consummation by it of the Transactions, except that the consummation of the Merger requires the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement hereof by Parent and 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, insolvencyfraudulent 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 deliver, and to perform its obligations under, this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactionstransactions contemplated hereby, have been duly and validly authorized by the its 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 and delivery and performance by the Company of this Agreement and the consummation by it of the Transactionstransactions contemplated hereby, except that except, in the consummation case of the Merger requires Merger, for the Stockholder Approvalrequisite approval of stockholders contemplated by Section 1.8 hereof, if applicable. This Agreement has been duly executed and delivered by the Company and, and (assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and Merger Sub, 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, insolvency, 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 this Agreement and and, subject to obtaining Company Shareholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the Transactions, transactions contemplated hereby have been duly and validly authorized by the Board its board of Directors of the Company (the “Company Board”)directors, and no other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and and, except for the Company Shareholder Approval, the consummation by it of the Transactions, except that the consummation of the Merger requires the Stockholder Approvaltransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and 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, insolvencyfraudulent 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 all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors of the Company (the “Company Board”)and, and no other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that subject, in the consummation case of the Merger requires Merger, to the Stockholder Approvalapproval of this Agreement by the holders of a majority of all of the Shares entitled to be cast, if required by applicable law. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and Merger SubPurchaser, 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, 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. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by 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, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Company Board of Directors; the stockholders of the Company have approved the Merger and adopted this Agreement; and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the Transactions, except that the consummation of the Merger requires the Stockholder Approvaltransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement hereof by Parent and 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, 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 this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors of the Company (the “Company Board”)Directors, and no other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that subject, in the consummation case of the Merger requires Merger, to the Stockholder Approvalapproval of this Agreement by the holders of a majority of all of the Shares entitled to be cast, if required by applicable law. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and Merger SubPurchaser, 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, 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. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors of the Company (the “Company Board”)Directors, and no other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that subject, in the consummation case of the Merger requires Merger, to the Stockholder Approvaladoption of this Agreement by the holders of a majority of all of the Shares entitled to vote on the adoption of this Agreement, if required by applicable Law. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and Merger SubPurchaser, 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, reorganization, insolvency, 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 this Agreement Agreement, and to consummate the Transactionsperform its obligations contained herein. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it performance of the Transactions, its obligations contained herein have been duly and validly authorized by the Company Board of Directors of the Company (the “Company Board”)Directors, and no other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance 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, except that the consummation performance of the Merger requires the Stockholder Approvalits obligations contained herein. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of thereof by Purchaser, this Agreement by Parent and 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 as limited by applicable bankruptcy, insolvency, reorganization, insolvencymoratorium, moratorium or 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.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and 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. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the Transactions, Transactions have been duly and validly authorized by 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 and delivery and performance by the Company of this Agreement and and, except for the Required Company Stockholder Vote, if required, the consummation by it of the Transactions, except that the consummation of the Merger requires the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement by Parent and 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, insolvency, 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 this Agreement and and, subject to obtaining the Company Stockholder Approval, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the Transactions, Transactions have been duly and validly authorized by the Company Board of Directors of and, except for the Company (the “Company Board”)Stockholder Approval, and no other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that the consummation of the Merger requires the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and 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, insolvencyfraudulent 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 this Agreement and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the its 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 and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that the consummation of the Merger requires may require approval of the Stockholder ApprovalCompany's stockholders as contemplated by Section 1.11 hereof. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and Merger Subthe 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, reorganization, insolvency, 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 the requisite corporate power and authority to execute and deliver this Agreement Agreement, and has the requisite corporate power and authority to consummate perform the transactions provided for or contemplated by 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, have been duly and validly authorized by the Company Board of Directors of the Company (the “Company Board”)Directors, and no other corporate action proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the TransactionsTransactions other than, except that with respect to the consummation Merger, the approval of the Merger requires and adoption of this Agreement by the Stockholder ApprovalCompany's stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and Merger Subthe 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, reorganizationinsolvency and relief of debtors and the rules of law governing specific performance, insolvency, 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 this Agreement and and, to consummate the Transactionstransactions 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 Transactionstransactions contemplated hereby, have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”), and no other all necessary corporate action on the part of the Company is necessary Company, subject to authorize the execution, delivery and performance approval of its stockholders as contemplated by Section 1.8 hereof in the Company of this Agreement and the consummation by it case of the Transactions, except that the consummation of the Merger requires the Stockholder ApprovalMerger. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and Merger Subthe 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, insolvency, moratorium 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 corporate power and authority to execute and deliver this Agreement and and, subject to obtaining any necessary approval of its stockholders for the Merger, to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactionstransactions contemplated hereby, have been duly and validly authorized by the its 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 and delivery and performance by the Company of this Agreement and the consummation by it of the Transactionstransactions contemplated hereby (other than, except that with respect to the consummation Merger, obtaining any approval of the Merger requires the Stockholder Approvalits stockholders as contemplated by SECTION 1.6 hereof). This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement thereof by Parent and Merger Subthe 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, reorganization, insolvency, 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. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by 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 and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that for the consummation affirmative vote of the Merger requires holders of two-thirds of the Stockholder Approvaloutstanding Shares as contemplated by Section 6.2. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement by Parent and 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, 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 corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by 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 and delivery and performance by the Company of this Agreement Agreement, the performance of its obligations hereunder and the consummation by it of the Transactions, except that the consummation of the Merger requires the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement by the Parent and Merger SubParties, 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, 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 broughtbrought (the “General Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby (the “Transactions”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by 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 and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that the consummation of the Merger requires the approval of the holders of a majority of the Common Stock (the “Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement by Parent and 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, 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 the requisite corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the approval of its shareholders, to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the Transactions, transactions contemplated hereby have been duly and validly authorized by its board of directors, and, except for, with respect to the Board Merger, obtaining the approval of Directors of the Company (the “Company Board”)its shareholders, and no other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that the consummation of the Merger requires the Stockholder Approvaltransactions contemplated hereby. 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 of this Agreement hereof by Parent and 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, insolvency, 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 this Agreement and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by 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 and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that for the consummation affirmative vote of the Merger requires holders of two-thirds of the Stockholder Approvaloutstanding Shares as contemplated by Section 6.2. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement by Parent and 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, 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 the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and and, subject to obtaining the Shareholder Approvals, to consummate the TransactionsMerger. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the Transactions, Merger have been duly and validly authorized by the Company Board of Directors of and the Company Special Committee and, except (with respect to such consummation) for the “Company Board”)Shareholder Approvals, and no other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, except that the consummation of the Merger requires the Stockholder ApprovalMerger. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement hereof by Parent and 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, insolvencyfraudulent 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.