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

Authorization; Validity of Agreement; Necessary Action. The Stockholder has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable against him in accordance with its terms (except as enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and (ii) subject to general equity principles).

Authorization; Validity of Agreement; Necessary Action. The Stockholder has full all necessary power and authority to execute and deliver this Agreement Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder Stockholder, and constitutes a the legal, valid and binding obligation of the Stockholder, enforceable against him or her in accordance with its terms (except as enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and (ii) subject to general equity principles)terms.

Authorization; Validity of Agreement; Necessary Action. The Stockholder has full power and authority to execute and deliver this Agreement Agreement, to perform Stockholder's obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and Stockholder, and, assuming this Agreement constitutes a legal, valid and binding obligation of the Parent and Merger Sub, constitutes a valid and binding obligation of Stockholder, enforceable against him in accordance with its terms (except as enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and (ii) subject to general equity principles)terms.

Authorization; Validity of Agreement; Necessary Action. The Stockholder has full power the requisite capacity and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable against him it in accordance with its terms (terms, except as to the extent that enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general equity principles)generally.

Authorization; Validity of Agreement; Necessary Action. The Such Stockholder has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the such Stockholder and constitutes a legal, valid and binding obligation of the such Stockholder, enforceable against him in accordance with its terms (except as enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and (ii) subject to general equity principles).

Authorization; Validity of Agreement; Necessary Action. The Such Stockholder has full power and authority to execute and deliver this Agreement Agreement, to perform its, his or her obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and such Stockholder, and, assuming this Agreement constitutes a legal, valid and binding obligation of the Company, constitutes a valid and binding obligation of such Stockholder, enforceable against him such Stockholder in accordance with its terms (except as enforceability may be (i) limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and (ii) subject to general equity principles)the Bankruptcy and Equity Exception.

Authorization; Validity of Agreement; Necessary Action. The Such Stockholder has full power and authority to execute and deliver this Agreement Agreement, to perform its, his or her obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and such Stockholder, and, assuming this Agreement constitutes a legal, valid and binding obligation of the Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against him such Stockholder in accordance with its terms (except as enforceability may be (i) limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and (ii) subject to general equity principles)the Bankruptcy and Equity Exception.

Authorization; Validity of Agreement; Necessary Action. The Such Stockholder has full power and authority to execute and deliver this Agreement Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and such Stockholder, and, assuming this Agreement constitutes a legal, valid and binding obligation of the Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against him such Stockholder in accordance with its terms (except as enforceability may be (i) limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and (ii) subject to general equity principles)the Bankruptcy and Equity Exception.

Authorization; Validity of Agreement; Necessary Action. The Such Stockholder has full power and authority to execute and deliver this Agreement Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and such Stockholder, and, assuming this Agreement constitutes a legal, valid and binding obligation of the BTU, constitutes a valid and binding obligation of such Stockholder, enforceable against him such Stockholder in accordance with its terms (except as enforceability may be (i) limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and (ii) subject to general equity principles)the Bankruptcy and Equity Exception.

Authorization; Validity of Agreement; Necessary Action. The Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Stockholder has full power and authority to execute and deliver this Agreement and to consummate perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by the transactions contemplated herebyStockholder. This Agreement has been duly executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable against him in accordance with its terms (except as enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and (ii) subject to general equity principles)terms.