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

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger. The execution, delivery and performance by the Company of this Agreement, and the consummation of the Merger, have been duly and validly authorized by 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 of the Merger, subject to the adoption of this Agreement by the holders of a majority of all of the Shares entitled to vote thereon. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery 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 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 all necessary the requisite corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Mergerhereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the MergerTransactions, have been duly and validly authorized by the Company Board of DirectorsDirectors 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 MergerTransactions, subject to except that the adoption of this Agreement by the holders of a majority of all consummation of the Shares entitled to vote thereonMerger requires the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof 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: that (i) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, 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 broughtbrought (the “General Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the MergerTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the MergerTransactions, have been duly and validly authorized by the Company Board of DirectorsDirectors 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 MergerTransactions, subject to except that the adoption of this Agreement by the holders of a majority of all consummation of the Shares entitled to vote thereonMerger requires the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof 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: that (i) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, 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 all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the MergerTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the MergerTransactions, have been duly and validly authorized by the Company Board of DirectorsDirectors 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 MergerTransactions, subject to except that the adoption of this Agreement by the holders of a majority of all consummation of the Shares entitled to vote thereonMerger requires the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof 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: that (i) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, 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 all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder approval of the Merger and adoption of the Plan of Merger by the shareholders of the Company, to consummate the MergerTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the MergerTransactions, have been duly and validly authorized by the Company Board of Directorsand the Special Committee, 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 the Company of the MergerTransactions, subject to except for approval of the Merger and adoption of this Agreement the Plan of Merger by the affirmative vote of the holders of a majority of the voting power of all of the outstanding Common Shares entitled (the “Shareholder Approval”) and subject to vote thereonthe filing of appropriate merger documents as required under the MBCA. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof of this Agreement 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: that (ix) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally; generally and (iiy) 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 all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Mergerhereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the MergerTransactions, have been duly and validly authorized by the Company Board of DirectorsDirectors of the Company (“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 MergerTransactions, subject to except that the adoption of this Agreement by the holders of a majority of all consummation of the Shares entitled to vote thereonMerger requires the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof 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: that (i) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, 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 broughtbrought (“General Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the MergerTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the MergerTransactions, have been duly and validly authorized by the Company Board of DirectorsDirectors 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 MergerTransactions, subject to except that the adoption of this Agreement by the holders of a majority of all consummation of the Shares entitled to vote thereonMerger requires the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and Merger the Merging Sub, 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, insolvency, 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 all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the MergerMerger and the other transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the MergerMerger and the other transactions contemplated hereby, have been duly and validly authorized by the Company Board of DirectorsDirectors and, and no other corporate action on the part of the Company Company, pursuant to the DGCL or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement Agreement, and the consummation by it of the MergerMerger and the other transactions contemplated hereby, subject to other than the adoption of this Agreement and approval of the Merger by the holders of a majority of all of the outstanding Shares entitled to vote thereonon adoption of this Agreement (the “Stockholder Approval”), which is the only stockholder vote required. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery 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: that (ia) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally; generally and (iib) 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 all necessary the requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to the approval of the Merger by holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"), to perform its obligations hereunder and to consummate the MergerMerger and the other Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the Merger, have been duly and validly authorized by its board of directors and, subject to receipt of the Company Board Stockholder Approval and the filing of Directorsthe Articles of Merger with the Department as required by the MGCL, 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 Merger, subject to Merger and the adoption of this Agreement by the holders of a majority of all of the Shares entitled to vote thereonother Transactions. This Agreement has been duly executed and delivered by the Company and, subject to receipt of the Company Stockholder Approval (and assuming due and valid authorization, execution and delivery 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: that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally; and remedies generally and (ii) general principles of equity (together with (i), 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"Enforceability Exceptions").