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

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Sub of this Agreement, approval of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of Parent and Sub, and no other action on the part of Parent or Sub is necessary to authorize the execution and delivery by Parent and Sub of this Agreement and the consummation by them of the transactions contemplated hereby (other than the approval of this Agreement and the transactions contemplated hereby by Parent in its capacity as sole stockholder of Sub, which approval shall be provided by the written consent of Parent immediately following execution of this Agreement). This Agreement has been duly executed and delivered by Parent and Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is a valid and binding obligation of each of Parent and Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent 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; Necessary Action. Each of Parent and Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. hereby The execution, delivery and performance by Parent and Sub of this Agreement, approval of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of Parent and Sub, and no other action on the part of Parent or Sub is necessary to authorize the execution and delivery by Parent and Sub of this Agreement and the consummation by them of the transactions contemplated hereby (other than the approval of this Agreement and the transactions contemplated hereby by Parent in its capacity as sole stockholder of Sub, which approval shall be provided by the written consent of Parent immediately following execution of this Agreement). This Agreement has been duly executed and delivered by Parent and Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is a valid and binding obligation of each of Parent and Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent 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; Necessary Action. Each of the Parent and Sub the Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Parent and Sub the Purchaser of this Agreement, approval and adoption of this Agreement, Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary action of the Parent and Subthe Purchaser (other than the written consent of the sole stockholder of the Purchaser which shall occur promptly following the execution and delivery of this Agreement), and no other corporate action on the part of the Parent or Sub the Purchaser is necessary to authorize the execution and delivery by the Parent and Sub the Purchaser of this Agreement and the consummation by them of the transactions contemplated hereby (other than the approval of this Agreement and the transactions contemplated hereby by Parent in its capacity as sole stockholder of Sub, which approval shall be provided by the written consent of Parent immediately following execution of this Agreement)Transactions. This Agreement has been duly executed and delivered by the Parent and Sub the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is a valid and binding obligation of each of the Parent and Subthe Purchaser, enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies 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; Necessary Action. Each of Parent and Sub The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Sub the Company of this Agreement, approval of this Agreement, Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary action its board of Parent and Subdirectors, and no other corporate action on the part of Parent or Sub the Company is necessary to authorize the execution and delivery by Parent and Sub the Company of this Agreement and the consummation by them it of the transactions contemplated hereby (other than the approval of this Agreement and the transactions contemplated hereby by Parent in its capacity as sole stockholder of Sub, which approval shall be provided by the written consent of Parent immediately following execution of this Agreement)hereby. This Agreement has been duly executed and delivered by Parent and Sub the Company and, assuming due and valid authorization, execution and delivery hereof by the CompanyParent and Sub, is a valid and binding obligation of each of Parent and Sub, the Company enforceable against each of them the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent 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. At a duly convened meeting of the Company’s board of directors on the date hereof, each member thereof indicated his or her intention to tender or caused to be tendered all shares of Company Common Stock owned, of record or beneficially, by such member in the Offer prior to the Expiration Date.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Sub the Purchaser has the requisite full corporate power and authority to execute and deliver this Agreement and the Shareholders Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by Parent and Sub the Purchaser of this Agreement, approval of this Agreement, Agreement and the Shareholders Agreement and the consummation of the transactions contemplated hereby Offer, Merger and of the Transactions have been duly and validly authorized by all necessary action the boards of directors of the Purchaser and Parent and Subby the shareholders of the Purchaser, and no other action corporate authority or approval on the part of Parent or Sub the Purchaser is necessary to authorize the execution and delivery by Parent and Sub the Purchaser of this Agreement and the Shareholders Agreement and the consummation by them of the transactions contemplated hereby (other than the approval Transactions. Each of this Agreement and the transactions contemplated hereby by Parent in its capacity as sole stockholder of Sub, which approval shall be provided by the written consent of Parent immediately following execution of this Agreement). This Shareholders Agreement has been duly executed and delivered by Parent and Sub the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the CompanyCompany and the other parties to the Shareholders Agreement, is a the valid and binding obligation of each of Parent and Sub, the Purchaser enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent 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; Necessary Action. Each of Parent and Sub the Purchaser has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Sub of this Agreement, approval the Purchaser of this Agreement, and the consummation by them of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action on the part of Parent and Sub, the Purchaser and no other corporate action on the part of Parent or Sub the Purchaser is necessary to authorize the execution and delivery by Parent and Sub the Purchaser of this Agreement and the consummation by them of the transactions contemplated hereby (other than than, with respect to the approval Merger, the filing of this Agreement and the transactions contemplated hereby by Parent in its capacity Certificate of Merger as sole stockholder of Sub, which approval shall be provided required by the written consent of Parent immediately following execution of this AgreementDGCL). This Agreement has been duly executed and delivered by Parent and Sub the Purchaser, as the case may be, and, assuming due and valid authorization, execution and delivery hereof thereof by the Company, is constitutes a valid and binding obligation of each of Parent and Subthe Purchaser, as the case may be, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent 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; Necessary Action. Each of Parent and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions Merger and the other transaction contemplated hereby. The execution, delivery and performance by Parent and Sub of this Agreement, approval of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of Parent and Sub, and no other action on the part of Parent or Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation by them of the Merger and the other transactions contemplated hereby (other than have been duly authorized by all necessary corporate action on the approval part of this Agreement Parent and Merger Sub and, promptly following execution hereof, will be adopted by the transactions contemplated hereby by Parent in its capacity as sole stockholder of Merger Sub, which approval shall be provided by the written consent of Parent immediately following execution of this Agreement). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is a the valid and binding obligation of each of Parent and Sub, Merger Sub enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium insolvency or other similar lawsLaws, now or hereafter in effect, affecting creditors’ rights and remedies 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; Necessary Action. Each of Parent and Sub Such Stockholder has the requisite corporate full power and authority to execute and deliver this Agreement Agreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Sub such Stockholder of this Agreement, approval of this Agreement, Agreement and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary action of Parent and Sub, such Stockholder and no other partnership action or proceedings on the part of Parent or Sub is such Stockholder are necessary to authorize the execution and delivery by Parent and Sub it of this Agreement and the consummation by them it of the transactions contemplated hereby (other than the approval of this Agreement and the transactions contemplated hereby by Parent in its capacity as sole stockholder of Sub, which approval shall be provided by the written consent of Parent immediately following execution of this Agreement)hereby. This Agreement has been duly executed and delivered by Parent and Sub such Stockholder, and, assuming due and valid authorization, execution and delivery hereof by the Company, is this Agreement constitutes a valid and binding obligation of each Parent, constitutes a valid and binding obligation of Parent and Subsuch Stockholder, enforceable against each of them it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium insolvency 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; Necessary Action. Each of Parent and Sub the Purchaser has the requisite full corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Parent and Sub the Purchaser of this Agreement, approval of this Agreement and the Stock Option Agreement, and the consummation by them of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Parent and Sub, the Purchaser and no other corporate action on the part of Parent or Sub the Purchaser is necessary to authorize the execution and delivery by Parent and Sub the Purchaser of this Agreement or the Stock Option Agreement and the consummation by them of the transactions contemplated hereby (other than the approval of this and thereby. This Agreement and the transactions contemplated hereby by Parent in its capacity as sole stockholder of Sub, which approval shall be provided by the written consent of Parent immediately following execution of this Agreement). This Stock Option Agreement has have been duly executed and delivered by Parent and Sub the Purchaser, as the case may be, and, assuming due and valid authorization, execution and delivery hereof thereof by the Company, is a constitute valid and binding obligation obligations of each of Parent and Subthe Purchaser, as the case may be, enforceable against each of them in accordance with its their respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium insolvency 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; Necessary Action. Each of Parent and Merger Sub has the all requisite corporate or similar power and authority to execute and deliver this Agreement Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement, approval of this Agreement, and the consummation by Parent and Merger Sub of the transactions contemplated hereby by this Agreement, have been duly and validly authorized by all necessary corporate action of by Parent and SubMerger Sub (including by each of their respective Boards of Directors), and no other corporate action or proceeding on the part of Parent or and Merger Sub is necessary to authorize the execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated hereby (other than the approval of this Agreement and the transactions contemplated hereby by Parent in its capacity as sole stockholder of Sub, which approval shall be provided by the written consent of Parent immediately following execution of this Agreement). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Companyother parties hereto, is constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors’ rights and remedies generally, generally and (ii) the remedy remedies 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; Necessary Action. Each of the Parent and Sub the Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Parent and Sub the Purchaser of this Agreement, approval and adoption of this Agreement, Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary action of the Parent and Subthe Purchaser (other than the adoption of this Agreement in respect of the Merger, with respect to which the written consent of the sole stockholder of the Purchaser shall occur promptly following the execution and delivery of this Agreement), and no other corporate action on the part of the Parent or Sub the Purchaser is necessary to authorize the execution and delivery by the Parent and Sub the Purchaser of this Agreement and the consummation by them of the transactions contemplated hereby (other than the approval of this Agreement and the transactions contemplated hereby by Parent in its capacity as sole stockholder of Sub, which approval shall be provided by the written consent of Parent immediately following execution of this Agreement)Transactions. This Agreement has been duly executed and delivered by the Parent and Sub the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is a valid and binding obligation of each of the Parent and Subthe Purchaser, enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies 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; Necessary Action. Each of Parent and Sub has the requisite full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Sub of this Agreement, approval of this Agreement, Agreement and the consummation of the Merger and of the other transactions contemplated hereby have been duly and validly authorized by all necessary action of Parent and Sub, and no other corporate action on the part of Parent or and Sub is and no other corporate proceedings on the part of Parent and Sub are necessary to authorize the execution and delivery by Parent and Sub of this Agreement and the consummation by them of or to consummate the transactions contemplated hereby (other than the approval of this Agreement and the transactions contemplated hereby by Parent in its capacity as sole stockholder of Sub, which approval shall be provided by the written consent of Parent immediately following execution of this Agreement)so contemplated. This Agreement has been duly executed and delivered by Parent and Sub and, assuming due this Agreement constitutes a valid and valid authorizationbinding obligation of the other parties hereto, execution and delivery hereof by the Company, is constitutes a valid and binding obligation of each of Parent and Sub, as the case may be, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors’ ' rights and remedies 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. When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Authorization; Validity of Agreement; Necessary Action. Each of the Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Parent and Merger Sub of this Agreement, approval and adoption of this Agreement, Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary action of the Parent and SubMerger Sub (other than the adoption of this Agreement in respect of the Merger, with respect to which the written consent of the sole stockholder of Merger Sub shall occur promptly following the execution and delivery of this Agreement), and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated hereby (other than the approval of this Agreement and the transactions contemplated hereby by Parent in its capacity as sole stockholder of Sub, which approval shall be provided by the written consent of Parent immediately following execution of this Agreement)Transactions. This Agreement has been duly executed and delivered by the Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is a valid and binding obligation of each of the Parent and Merger Sub, enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies 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. No vote or other approval of the direct or indirect holders of shares of capital stock of Parent is required to adopt or approve this Agreement or otherwise to consummate the Transactions.

Authorization; Validity of Agreement; Necessary Action. Each of Parent Parent, Purchaser and Acquisition Sub has the requisite corporate full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent Parent, Purchaser and Acquisition Sub of this Agreement, approval of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary action their respective managements and Board of Parent and Sub, Directors and no other action on the part of Parent or Parent, Purchaser and Acquisition Sub is necessary to authorize the execution and delivery by Parent Parent, Purchaser and Acquisition Sub of this Agreement and the consummation by them of the transactions contemplated hereby (other than the approval of this Agreement and the transactions contemplated hereby by Parent in its capacity as sole stockholder of Sub, which approval shall be provided by the written consent of Parent immediately following execution of this Agreement)hereby. This Agreement has been duly executed and delivered by Parent Parent, Purchaser and Sub andAcquisition Sub, as the case may be, and (assuming due and valid authorization, execution and delivery hereof by the Company, ) is a valid and binding obligation of each of Parent Parent, Purchaser and Acquisition Sub, as the case may be, enforceable against each of them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent 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; Necessary Action. Each of Parent and Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Sub of this Agreement, approval of this Agreement, Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of Parent and Sub, and no other action on the part of Parent or Sub is necessary to approve this Agreement or to authorize the execution and delivery by Parent and Sub of this Agreement and the consummation by them of the transactions contemplated hereby (other than hereby. Parent has delivered to the approval Company a true, accurate and complete copy of the written consent of the sole shareholder of Sub approving this Agreement and the consummation of the transactions contemplated hereby by Parent in its capacity as sole stockholder of Subhereby, which approval shall be provided by the and such written consent of Parent immediately following execution of this Agreement)has not been modified or revoked. This Agreement has been duly executed and delivered by Parent and Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is a valid and binding obligation of each of Parent and Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ ' rights and remedies 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; Necessary Action. Each of the Parent and Sub the Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Parent and Sub the Purchaser of this Agreement, approval and adoption of this Agreement, Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary action of the Parent and Subthe Purchaser (other than the written consent of the sole stockholder of the Purchaser which shall occur promptly following the execution and delivery of this Agreement), and no other corporate action on the part of the Parent or Sub the Purchaser is necessary to authorize the execution and delivery by the Parent and Sub the Purchaser of this Agreement and the consummation by them of the transactions contemplated hereby (other than the approval of this Agreement and the transactions contemplated hereby by Parent in its capacity as sole stockholder of Sub, which approval shall be provided by the written consent of Parent immediately following execution of this Agreement)Transactions. This Agreement has been duly executed and delivered by the Parent and Sub the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is a valid and binding obligation of each of the Parent and Subthe Purchaser, enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies 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.