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 Transactions (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 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, except for, in the case of the Merger, the Company Stockholder Approval and the filing of the Certificate of Merger with the Delaware Secretary of State. 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. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions (subject to the receipt of the Company Stockholder Approval)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 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, except forsubject, in the case of the Merger, to the Company Stockholder Approval and approval of this Agreement by the filing holders of a majority of all of the Certificate of Merger with the Delaware Secretary of StateShares 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 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, 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 all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions (subject to the receipt of the Company Stockholder Approval)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 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, except forsubject, in the case of the Merger, to the Company Stockholder Approval and adoption of this Agreement by the filing holders of a majority of all of the Certificate Shares entitled to vote on the adoption of Merger with the Delaware Secretary of Statethis 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 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, 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 all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to obtaining the approval of its stockholders, to perform its obligations hereunder and the extent necessary, to consummate the Transactions (subject to the receipt of the Company Stockholder Approval)transactions 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 and, except for obtaining the approval of Directors and its 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, except for, in the case of the Merger, the Company Stockholder Approval and the filing of the Certificate of Merger with the Delaware Secretary of Statetransactions contemplated hereby. 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 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 insolvency, reorganization, 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. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions (subject to the receipt of the Company Stockholder Approval)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 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, except forsubject, in the case of the Merger, to the Company Stockholder Approval and approval of this Agreement by the filing holders of a majority of all of the Certificate of Merger with the Delaware Secretary of StateShares 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 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, 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 all necessary full corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and to consummate the Transactions (subject to the receipt of the Company Stockholder Approval)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 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 or the consummation by it performance of the Transactionsits obligations contained herein. No vote of, except for, in the case of the Mergeror consent by, the holders of any class or series of capital stock issued by the Company Stockholder Approval is necessary to authorize the execution and delivery by the filing Company of this Agreement or the Certificate performance of Merger with the Delaware Secretary of Stateits obligations contained herein. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof thereof by Parent and Merger SubPurchaser, 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 or insolvency, reorganization, 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.