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 this Agreement, to perform its obligations under this Agreement and to consummate the Transactions. The execution and delivery of, and the performance by the Company of its obligations under, this Agreement and the consummation by it of the Transactions, have been duly authorized by the Company's board of directors and, except for obtaining the approval of its stockholders as contemplated by Section 4.6, no other corporate action on the part of the Company or its stockholders is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof by each of the Parent and Merger Sub, this Agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable laws of bankruptcy, insolvency or similar laws relating to creditors' rights generally and to general principles of equity (whether applied in a proceeding in law or equity).

Authorization; Validity of Agreement; Company Action. The ---------------------------------------------------- Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the Transactions. The execution and delivery of, and the performance by the Company of its obligations under, this Agreement and the consummation by it of the Transactions, have been duly authorized by the Company's board of directors and, except for obtaining the approval of its stockholders as contemplated by Section 4.6, no other corporate action on the part of the Company or its stockholders is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof by each of the Parent and Merger Sub, this Agreement is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable laws of bankruptcy, insolvency or similar laws relating to creditors' rights generally and to general principles of equity (whether applied in a proceeding in law or equity).

Authorization; Validity of Agreement; Company Action. The ---------------------------------------------------- Company has full all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement hereunder and to consummate the transactions provided for or contemplated by this Agreement, including the Merger (collectively, the “Transactions”). The execution execution, delivery and delivery of, and the performance by the Company of its obligations underthis Agreement, this Agreement and the consummation by it of the Transactions, have been duly and validly authorized by the Board of Directors of the Company's board of directors and, except for obtaining the approval of its stockholders as contemplated by Section 4.6, and no other corporate action proceeding on the part of the Company or its stockholders is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement or and the consummation by it of the TransactionsTransactions other than, with respect to the Merger, the Company Stockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof of this Agreement by each of the Parent and Merger Sub, this Agreement is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable laws of bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws Laws relating to creditors' ’ rights generally and to general principles of equity (whether applied in a proceeding in law or equity).

Authorization; Validity of Agreement; Company Action. The ---------------------------------------------------- Company has full all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the Transactions. The execution and delivery of, of this Agreement by the Company and the performance by the Company of its obligations under, under this Agreement and the consummation by it the Company of the Transactions, have been duly authorized by the Company's board of directors Company Board and, except for obtaining the approval of its stockholders shareholders as contemplated by Section 4.62.9, no other corporate action on the part of the Company or its stockholders shareholders is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof by each of the 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 to the extent such enforcement may be subject to applicable laws of or limited by (i) bankruptcy, insolvency or other similar laws relating to creditors' laws, now or hereafter in effect, affecting creditors rights generally and to (ii) the effect of general principles of equity (regardless of whether applied enforceability is considered in a proceeding in at law or in equity).

Authorization; Validity of Agreement; Company Action. The ---------------------------------------------------- Company has full all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the Transactions. The execution and delivery of, of this Agreement by the Company and the performance by the Company of its obligations under, under this Agreement and the consummation by it the Company of the Transactions, have been duly authorized by the Company's board of directors and, except for obtaining the approval of its stockholders as contemplated by Section 4.62.9, no other corporate action on the part of the Company or its stockholders is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof by each of the Parent and Merger SubPurchaser, this Agreement is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its their respective terms, subject to applicable laws of bankruptcy, insolvency or similar laws relating to creditors' rights generally and to general principles of equity (whether applied in a proceeding in law or equity).

Authorization; Validity of Agreement; Company Action. The ---------------------------------------------------- Company has full corporate power and authority to execute and deliver this Agreement, and, subject in the case of consummation of the Merger to perform its obligations under this Agreement and obtaining the Company Shareholder Approval, to consummate the Transactions. The execution execution, delivery and delivery of, and the performance by the Company of its obligations under, this Agreement and the consummation by it of the Transactions, have been duly and validly authorized by the Company's board Company Board of directors Directors and, except for obtaining the approval Company Shareholder Approval and the filing of its stockholders merger documents as contemplated by Section 4.6set forth herein, no other corporate action on the part of the Company or its stockholders is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof by each of the Parent and Merger Sub, this Agreement is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable laws of bankruptcy, insolvency or insolvency, moratorium and other similar laws relating to creditors' ’ rights generally and to remedies and general principles of equity (whether applied in a proceeding in law or equity).

Authorization; Validity of Agreement; Company Action. The ---------------------------------------------------- Company has full the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of, and the performance by the Company of its obligations under, this Agreement and the consummation by it the Company of the Transactions, transactions contemplated by this Agreement have been duly authorized by, and this Agreement and each of the transactions contemplated by this Agreement have been validly approved by, the requisite vote of the Company's board ’s Board of directors and, except for obtaining the approval of its stockholders as contemplated by Section 4.6, no Directors. No other corporate action or proceeding on the part of the Company or its stockholders is necessary to authorize for the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations under this Agreement or the consummation by it the Company of the Transactionstransactions contemplated by the this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof by each of the Parent and Merger Sub, this Agreement by the Purchaser, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject subject, as to enforcement, to (i) applicable laws of bankruptcy, insolvency insolvency, reorganization, moratorium or similar laws relating to now or hereinafter in effect affecting creditors' ’ rights generally and to (ii) general principles of equity (whether applied in a proceeding in law or equity).

Authorization; Validity of Agreement; Company Action. The ---------------------------------------------------- Company has full all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the Merger and any other transactions contemplated under this Agreement (the “Transactions”). The execution execution, delivery and delivery of, and the performance by the Company of its obligations under, this Agreement and the consummation by it of the Transactions, have been duly and validly authorized by the Company's board Company Board of directors and, except for obtaining the approval of its stockholders as contemplated by Section 4.6, Directors and no other corporate action on the part of the Company or its stockholders is necessary (other than the approval of the Merger and this Agreement by an affirmative vote of a majority of the outstanding shares of Common Stock (the “Company Stockholder Approval”)) to authorize the execution and delivery by the Company of this Agreement or and the consummation by it of the Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof of this Agreement by each of the Parent and the Merger Sub, this Agreement is constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable laws of except that such enforceability (a) may be limited by bankruptcy, insolvency insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally and (b) is subject to general principles of equity (whether applied in a proceeding in law or equity).