Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. Optionee has full corporate power and authority to execute and deliver this Agreement and the Contingent Payment Agreement and to consummate the Transactions. The execution, delivery and performance by Optionee of this Agreement and the Contingent Payment Agreement and the consummation of the Transactions have been duly authorized by the board of directors of Optionee, and no other corporate action on the part of Optionee is necessary to authorize the execution and delivery by Optionee of this Agreement or the Contingent Payment Agreement or the consummation of the Transactions. No vote of, or consent by, the holders of any class or series of stock or Voting Debt issued by Optionee is necessary to authorize the execution and delivery by Optionee of this Agreement or the Contingent Payment Agreement or the consummation by it of the Transactions. Each of this Agreement and the Contingent Payment Agreement has been duly executed and delivered by Optionee, and, assuming due and valid authorization, execution and delivery hereof and thereof by each other party thereto, is a valid and binding obligation of Optionee, enforceable against Optionee in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. Optionee (a) Assuming Buyer obtains the Buyer Stockholder Approval, Buyer has full the requisite corporate power and authority to execute and deliver this Agreement deliver, and perform its obligations under, the Contingent Payment Agreement Transaction Documents to which it is specified to be a party and to consummate the Contemplated Transactions. The execution, delivery and performance by Optionee Buyer of this Agreement and the Contingent Payment Agreement Transaction Documents to which it is specified to be a party, and the consummation by Buyer of the Transactions Contemplated Transactions, have been duly authorized by the board of directors of OptioneeBuyer, and no other corporate action proceedings on the part of Optionee is Buyer are necessary to authorize the execution Buyer’s execution, delivery and delivery by Optionee of this Agreement or the Contingent Payment Agreement or the consummation of the Transactions. No vote of, or consent by, the holders performance of any class or series of stock or Voting Debt issued by Optionee Transaction Document to which it is necessary specified to authorize the execution and delivery by Optionee of this Agreement or the Contingent Payment Agreement be a party or the consummation by it Buyer of the Contemplated Transactions. Each of this Agreement and the Contingent Payment This Agreement has been duly executed and delivered by Optionee, and, assuming Buyer. Assuming the due and valid authorization, execution and delivery hereof of this Agreement by the other Parties, this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exclusion. Assuming the due and valid authorization, execution and delivery thereof by each other party thereto, each other Transaction Document to which Buyer is specified to be a party (when executed and delivered by Buyer) shall constitute a legal, valid and binding obligation of OptioneeBuyer, enforceable against Optionee Buyer in accordance with its terms except (i) as limited by applicable bankruptcyterms, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtBankruptcy and Equity Exclusion.

Authorization; Validity of Agreement. Optionee The Buyer has full the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and each other Transaction Document executed or to be executed by the Contingent Payment Buyer pursuant to the terms of this Agreement and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, delivery and performance by Optionee the Buyer of this Agreement and the Contingent Payment Agreement other Transaction Documents and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Optionee, the Buyer and no other corporate action proceedings on the part of Optionee is the Buyer are necessary to authorize the execution execution, delivery and delivery by Optionee performance of this Agreement or and the Contingent Payment Agreement other Transaction Documents to which the Buyer is a party, or the consummation of the Transactionstransactions contemplated hereby and thereby. No vote of, or consent by, the holders of any class or series of stock or Voting Debt issued by Optionee is necessary to authorize the execution and delivery by Optionee of this Agreement or the Contingent Payment Agreement or the consummation by it of the Transactions. Each of this Agreement and the Contingent Payment This Agreement has been been, and each other Transaction Document to which the Buyer is a party at Closing will be, duly executed and delivered by Optioneethe Buyer, andand this Agreement is, assuming due and valid authorization, execution and delivery hereof and thereof by each other Transaction Document to which the Buyer is a party thereto, is at the Closing will be a valid and binding obligation of Optioneethe Buyer, enforceable against Optionee it in accordance with its terms terms, except (i) as limited by applicable that the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and moratorium or other similar laws of general application affecting enforcement of now or hereafter in effect relating to creditors’ ' rights generally generally, and (ii) the availability of that the remedy of specific performance or and injunctive or and other forms of equitable relief may be subject to the equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. Optionee The Company has full the requisite corporate power and authority to execute and deliver this Agreement and the Contingent Payment Agreement Ancillary Agreements to which it is a party and to consummate (i) the transactions contemplated for the Initial Closing (the "First Tranche Transactions"), (ii) subject to the Shareholder Approval as contemplated by Section 6.3 hereof, the transactions contemplated for the Subsequent Closing (the "Second Tranche Transactions") and (iii) the transactions contemplated by the Ancillary Agreements to which it is a party. The execution, delivery and performance by Optionee the Company of this Agreement and the Contingent Payment Agreement Ancillary Agreements to which it is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly recommended by the Special Committee and duly authorized by the board Board and, other than the Shareholder Approval of directors of Optioneethe Second Tranche Transactions, and no other corporate action proceedings on the part of Optionee is the Company are necessary to authorize the execution and delivery by Optionee of this Agreement or the Contingent Payment Agreement or the consummation of the Transactions. No vote of, or consent by, the holders of any class or series of stock or Voting Debt issued by Optionee is necessary to authorize the execution and delivery by Optionee of this Agreement or the Contingent Payment Agreement or the consummation by it of the Transactions. Each of this Agreement and the Contingent Payment Ancillary Agreements to which it is a party by the Company and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Optionee, the Company and, assuming due and valid authorization, execution and delivery hereof and thereof of this Agreement by each other party theretothe Purchasers, is a valid and binding obligation of Optionee, enforceable against Optionee the Company in accordance with its terms except (i) as limited terms. Each Ancillary Agreement to which it is a party, when executed and delivered, assuming due authorization, execution and delivery of such Ancillary Agreements by applicable bankruptcythe counterparties thereto, insolvency, reorganization, moratorium, fraudulent conveyance will constitute a valid and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability binding obligation of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to Company enforceable against the discretion of the court before which any proceeding therefor may be broughtCompany in accordance with its terms.

Authorization; Validity of Agreement. Optionee The Buyer has full the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and each other agreement executed or to be executed by it pursuant to the Contingent Payment terms of this Agreement (collectively, the "Buyer Agreements") and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, delivery and performance by Optionee the Buyer of this Agreement and the Contingent Payment Agreement other Buyer Agreements to which it is a party and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of OptioneeBuyer, and no other corporate action proceedings on the part of Optionee is the Buyer are necessary to authorize the execution execution, delivery and delivery by Optionee of this Agreement or the Contingent Payment Agreement or the consummation of the Transactions. No vote of, or consent by, the holders of any class or series of stock or Voting Debt issued by Optionee is necessary to authorize the execution and delivery by Optionee of this Agreement or the Contingent Payment Agreement or the consummation by it of the Transactions. Each performance of this Agreement and the Contingent Payment other Buyer Agreements to which the Buyer is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement and each other Buyer Agreement to which the Buyer is a party has been duly executed and delivered by Optionee, the Buyer and, assuming due and valid authorization, execution and delivery hereof of this Agreement and thereof by each other Buyer Agreement by the Seller and the Parent party thereto, is a valid and binding obligation of Optioneethe Buyer, enforceable against Optionee the Buyer in accordance with its terms terms, except (i) as such enforceability may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and or other similar laws of general application laws, now or hereafter in effect, affecting the enforcement of creditors’ ' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtgenerally.

Authorization; Validity of Agreement. Optionee Buyer has full the requisite corporate power and authority to execute and deliver this Agreement deliver, and perform its obligations under, the Contingent Payment Agreement Transaction Documents to which it is, or is specified to be, a party and to consummate the TransactionsContemplated Transactions hereunder and thereunder. The execution, delivery and performance by Optionee Buyer of this Agreement and the Contingent Payment Agreement Transaction Documents to which it is, or is specified to be, a party, and the consummation by Buyer of the Contemplated Transactions hereunder thereunder, have been duly authorized by the board of directors of OptioneeBuyer, and no other corporate action proceedings on the part of Optionee is Buyer are necessary to authorize the execution Buyer’s execution, delivery and delivery by Optionee performance of this Agreement or the Contingent Payment Agreement or the consummation of the Transactions. No vote ofany Transaction Document to which it is, or consent byis specified to be, the holders of any class or series of stock or Voting Debt issued by Optionee is necessary to authorize the execution and delivery by Optionee of this Agreement or the Contingent Payment Agreement a party or the consummation by it Buyer of the TransactionsContemplated Transactions hereunder and thereunder. Each of this Agreement and the Contingent Payment This Agreement has been duly executed and delivered by Optionee, and, assuming Buyer. Assuming the due and valid authorization, execution and delivery hereof of this Agreement by Seller and the Company, this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the Enforceability Exceptions. Assuming the due and valid authorization, execution and delivery thereof by each other party thereto, each other Transaction Document to which Buyer is specified to be a party (when executed and delivered by Buyer) shall constitute a legal, valid and binding obligation of OptioneeBuyer, enforceable against Optionee Buyer in accordance with its terms except (i) as limited by applicable bankruptcyterms, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.

Authorization; Validity of Agreement. Optionee Subject to authorization by the Board of Directors of Purchaser, Purchaser has full corporate power and authority to execute and deliver this Agreement and the Contingent Payment Agreement and to consummate the Transactions. The execution, delivery and performance by Optionee Purchaser of this Agreement and the Contingent Payment Agreement and the consummation of the Transactions have not been duly authorized by the board Board of directors Directors of OptioneePurchaser. Other than such authorization by the Board of Directors of Purchaser, and no other corporate action on the part of Optionee Purchaser is necessary to authorize the execution and delivery by Optionee Purchaser of this Agreement or the Contingent Payment Agreement or the consummation of the Transactions. No vote of, or consent by, the holders of any class or series of stock or Voting Debt issued by Optionee Purchaser is necessary to authorize the execution and delivery by Optionee Purchaser of this Agreement or the Contingent Payment Agreement or the consummation by it of the Transactions. Each Subject to authorization by the Board of Directors of Purchaser, this Agreement and the Contingent Payment Agreement has been duly executed and delivered by OptioneePurchaser, and, assuming due and valid authorization, execution and delivery hereof and thereof by each other party theretoSeller, is a valid and binding obligation of OptioneePurchaser, enforceable against Optionee Purchaser in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. Optionee Subject to authorization by the Board of Directors of Purchaser, Purchaser has full corporate power and authority to execute and deliver this Agreement and the Contingent Payment Agreement and to consummate the Transactions. The execution, delivery and performance by Optionee Purchaser of this Agreement and the Contingent Payment Agreement and the consummation of the Transactions have not been duly authorized by the board Board of directors Directors of OptioneePurchaser. Other than such authorization by the Board of Directors of Purchaser, and no other corporate action on the part of Optionee Purchaser is necessary to authorize the execution and delivery by Optionee Purchaser of this Agreement or the Contingent Payment Agreement or the consummation of the Transactions. No vote of, or consent by, the holders of any class or series of stock or Voting Debt issued by Optionee Purchaser is necessary to authorize the execution and delivery by Optionee Purchaser of this Agreement or the Contingent Payment Agreement or the consummation by it of the Transactions. Each Subject to authorization by the Board of Directors of Purchaser, this Agreement and the Contingent Payment Agreement has been duly executed and delivered by OptioneePurchaser, and, assuming due and valid authorization, execution and delivery hereof and thereof by each other party theretoSeller, is a valid and binding obligation of OptioneePurchaser, enforceable against Optionee Purchaser in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ ' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.