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

Authorization; Validity of Agreement; Company Action. Except as set forth in Section 3.4 of the Company Disclosure Schedule, 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 provided for or contemplated by this Agreement, including, but not limited to, the Offer and 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, and subject to obtaining Company Stockholder Approval, if required by applicable Law, no other corporate proceeding on the part of the Company or any of its Subsidiaries is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Transactions other than, with respect to the Merger, the Company Stockholder Approval if required by applicable Law. 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 by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity.

Authorization; Validity of Agreement; Company Action. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the (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 transactions provided for or contemplated by this Agreement, including, but not limited to, the Offer and 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 DirectorsDirectors of the Company (the “Company Board”), and subject to obtaining Company Stockholder Approval, if required by applicable Law, no other corporate proceeding action on the part of the Company or any of its Subsidiaries 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 other thanTransactions, with respect to except that the Merger, consummation of the Company Stockholder Approval if required by applicable LawMerger requires the Shareholder Approval. 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 by Parent and the PurchaserMerger 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 Laws relating to 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 general principles equitable defenses and to the discretion of equitythe court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the 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 provided for or contemplated by this Agreement, including, but not limited to, the Offer and 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, and subject to obtaining Company Stockholder Approval, if required by applicable Law, no other corporate proceeding on the part of the Company or any of its Subsidiaries is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Transactions other than, with respect to the Merger, the Company Stockholder Approval adoption of this Agreement by holders of a majority of the outstanding Shares if required by applicable Law. 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 by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity.

Authorization; Validity of Agreement; Company Action. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, and has the requisite corporate power and authority to perform its obligations hereunder and to consummate the transactions provided for or contemplated by this Agreement, including, but not limited to, the Offer and 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, and subject to obtaining Company Stockholder Approval, if required by applicable Law, no other corporate proceeding on the part of the Company or any of its Subsidiaries 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 other than, with respect to the Merger, the Company Stockholder Approval approval of the Merger and adoption of this Agreement by holders of a majority of the outstanding Shares, if such approval and adoption is required by applicable Lawlaw. 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 the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject except to applicable the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, or other similar Laws relating to laws affecting enforcement of creditors’ rights generally and to general principles (regardless of whether enforcement is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement; Company Action. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the (a) The Company has all necessary corporate power and authority to execute and deliver this Agreementeach of the Transaction Agreements, to perform its obligations hereunder and to consummate the transactions provided for or contemplated by this Agreement, including, but not limited to, the Offer Merger and the Merger (collectively, the “other Transactions”). The execution, execution and delivery of this Agreement and performance the other Transaction Agreements by the Company and the consummation by the Company of this Agreement, and the consummation by it of the Transactions, Transactions have been duly and validly authorized by the Company Board of Directors, all necessary corporate action and subject to obtaining Company Stockholder Approval, if required by applicable Law, no other corporate proceeding proceedings on the part of the Company or any of its Subsidiaries is are necessary to authorize any of the execution, delivery and performance by the Company of this Agreement and the consummation by it Transaction Agreements or to consummate any of the Transactions (other than, with respect to the Merger, the adoption of this Agreement by the holders of a majority of the outstanding shares of Company Stockholder Approval if Common Stock and the filing and recordation of appropriate merger documents in accordance with Section 1.4 hereof). No other vote of the security holders of the Company is required by applicable Lawin order for the Company to consummate the Merger and the transactions contemplated hereby. This Agreement has and the other Transaction Agreements have been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, is a constitute legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar Laws laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equityequity principles.

Authorization; Validity of Agreement; Company Action. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the (a) The Company has all necessary corporate power and authority to execute and deliver this Agreementeach of the Transaction Agreements, to perform its obligations hereunder and to consummate the transactions provided for or contemplated by this Agreement, including, but not limited to, the Offer Merger and the Merger (collectively, the “other Transactions”). The execution, execution and delivery of this Agreement and performance the other Transaction Agreements by the Company and the consummation by the Company of this Agreement, and the consummation by it of the Transactions, Transactions have been duly and validly authorized by the Company Board of Directors, all necessary corporate action and subject to obtaining Company Stockholder Approval, if required by applicable Law, no other corporate proceeding proceedings on the part of the Company or any of its Subsidiaries is are necessary to authorize any of the execution, delivery and performance by the Company of this Agreement and the consummation by it Transaction Agreements or to consummate any of the Transactions (other than, with respect to the Merger, the adoption of this Agreement by the holders of a majority of the outstanding shares of Company Stockholder Approval if Common Stock and the filing and recordation of appropriate merger documents in accordance with Section 1.4 hereof). No other vote of the security holders of the Company is required by applicable Lawin order for the Company to consummate the Merger and the transactions contemplated hereby. This Agreement has and the other Transaction Agreements have been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and the Purchaser, is a constitute legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar Laws laws of general applicability relating to or affecting creditors’ ' rights generally and to general principles of equityequity principles.