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

Authorization; Validity of Agreement; Necessary Action. Such Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. To the extent applicable, the execution and delivery of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action (corporate or otherwise) on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles). If such Stockholder is married and the Shares set forth on the signature page hereto constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of, such Stockholder’s spouse.

Authorization; Validity of Agreement; Necessary Action. Such Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. To the extent applicable, the execution and delivery of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action (corporate or otherwise) on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles). If such Stockholder is married and the Shares set forth on the signature page Annex I hereto constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of, such Stockholder’s spouse.

Authorization; Validity of Agreement; Necessary Action. Such Stockholder Each Shareholder has all requisite full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. To Each of the extent applicable, persons executing this Agreement on behalf of the Shareholder has full power and authority to execute and deliver this Agreement on behalf of such Shareholder and to thereby bind such Shareholder. The execution and delivery of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action (corporate or otherwise) on the part of such Stockholdereach Shareholder. This Agreement has been duly executed and delivered by such Stockholder the Shareholders and constitutes a valid and binding obligation of such Stockholderthe Shareholders, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles). If such Stockholder Shareholder is married and the Shares set forth on the signature page hereto constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of, such StockholderShareholder’s spouse.

Authorization; Validity of Agreement; Necessary Action. Such Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. To the extent applicable, the execution and delivery of this Agreement by such Stockholder and the consummation by the such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action (corporate or otherwise) on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due execution of this Agreement by Parent and Merger Sub, constitutes a valid and binding obligation of such Stockholder, enforceable against each such Stockholder in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other laws similar applicable Laws affecting creditors’ rights generally and to general equity principles)principles of equity. If such Stockholder is married and the Shares set forth on the signature page Annex I hereto constitute community property under applicable lawsLaw, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of, such Stockholder’s spouse.

Authorization; Validity of Agreement; Necessary Action. Such Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. To the extent applicable, the execution and delivery of this Agreement by such Stockholder and the consummation by the such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action (corporate or otherwise) on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due execution of this Agreement by Parent and Merger Sub, constitutes a valid and binding obligation of such Stockholder, enforceable against each such Stockholder in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other laws similar Applicable Laws affecting creditors’ rights generally and to general equity principles)principles of equity. If such Stockholder is married and the Shares set forth on the signature page Annex I hereto constitute community property under applicable lawsApplicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of, such Stockholder’s spouse.

Authorization; Validity of Agreement; Necessary Action. Such Stockholder has all requisite full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform such Stockholder's obligations hereunder. To the extent applicableThe execution, the execution delivery and delivery performance by such Stockholder of this Agreement and the consummation by the Stockholder it of the transactions contemplated hereby have been duly and validly authorized by all necessary action (corporate such Stockholder and no other actions or otherwise) proceedings on the part of such StockholderStockholder are necessary to authorize the execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Target, constitutes a valid and binding obligation of such Stockholder, enforceable against it in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or other laws affecting creditors’ rights creditors generally and to or by general equity principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law). If such Stockholder is married and the any of such Stockholder's Shares set forth on the signature page hereto constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of, such Stockholder’s spouse.'s

Authorization; Validity of Agreement; Necessary Action. Such Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. To the extent applicable, the execution and delivery of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action (corporate or otherwise) on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles). If such Stockholder is married and the Shares Securities set forth on the signature page Annex I hereto constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of, such Stockholder’s spouse.

Authorization; Validity of Agreement; Necessary Action. Such Stockholder Shareholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. To the extent applicable, the execution and delivery of this Agreement and the consummation by the Stockholder Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action (corporate or otherwise) on the part of such StockholderShareholder. This Agreement has been duly executed and delivered by such Stockholder Shareholder and constitutes a valid and binding obligation of such StockholderShareholder, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles). If such Stockholder Shareholder is married and the Shares set forth on the signature page Annex I hereto constitute community property under applicable lawsApplicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of, such StockholderShareholder’s spouse.