Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required Vote. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and has recommended that the stockholders of the Company approve this Agreement. Except for the Company Required Vote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) bankruptcy, insolvency, reorganization, moratorium or other Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary to render the provisions of Sections 78.411 to 78.444, inclusive, of the NRS, that would prohibit the Merger or any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreements.

Authorization; Validity of Agreement. The Company Seller and each Seller Subsidiary, as appropriate, has the requisite corporate power and authority to execute and deliver this Agreement and all the agreements and documents contemplated hereby, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required Votehereby and thereby. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by the Company Seller and each Seller Subsidiary, as appropriate, of this Agreement Agreement, and all the agreements and documents contemplated hereby and thereby, and the consummation by the Company it of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action, and no other corporate action on the Board part of Directors Seller or such Seller Subsidiary is necessary to authorize the execution and delivery by Seller and such Seller Subsidiary as, appropriate, of the Company (the “Company Board”). The Company Board has directed that this Agreement and all the agreements and documents contemplated hereby and thereby and the consummation by it of the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and has recommended that the stockholders of the Company approve this Agreement. Except for the Company Required Vote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated herebythereby. This Agreement and each of the agreements and documents contemplated hereby has been duly and validly executed and delivered by Seller and the Company andSeller Subsidiaries, as appropriate, and (assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and Merger Sub, constitutes Purchaser) is a valid and binding obligation of Seller and the Company Seller Subsidiaries, as appropriate, enforceable against Seller and the Company Seller Subsidiaries, as appropriate, in accordance with its terms, except as that (i) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Laws, similar laws now or hereafter in effect, effect affecting creditors’ ' rights generally and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary equitable relief may be subject to render equitable defenses and to the provisions of Sections 78.411 to 78.444, inclusive, discretion of the NRS, that would prohibit the Merger or court before which any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreementsproceeding therefor may be brought.

Authorization; Validity of Agreement. The Each Seller and MDL Group Company has the requisite corporate full power and authority to execute and deliver this Agreement and each of the other agreements delivered in connection herewith (the “Collateral Agreements”) to which it is a party and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required Votehereby and thereby. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by the each Seller and MDL Group Company of this Agreement and the Collateral Agreements to which such Seller or MDL Group Company is a party, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by, and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and has recommended that the stockholders of the Company approve this Agreement. Except for the Company Required Vote, no other corporate proceedings on the part of the of, each Seller and MDL Group Company are necessary to authorize the execution, execution and delivery and performance by such Seller or MDL Group Company of this Agreement by or the Company Collateral Agreements and the consummation by it of the transactions contemplated herebyhereby and thereby. This Agreement has been (and the Collateral Agreements will be) duly and validly executed and delivered by the each Seller and MDL Group Company that is a party hereto and thereto and, assuming due and valid authorization, execution and delivery of thereof by Buyer, this Agreement by Parent constitutes (and Merger Subthe Collateral Agreements, constitutes a when executed and delivered will constitute) the legal, valid and binding obligation obligations of the Company each Seller and MDL Group Company, as applicable, enforceable against the Company them in accordance with its their respective terms, except as that (i) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary equitable relief may be subject to render equitable defenses and to the provisions of Sections 78.411 to 78.444, inclusive, discretion of the NRS, that would prohibit the Merger or court before which any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreementsproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject subject, (i) with respect to the consummation of the First Merger, to adoption of this Agreement by the stockholders of the Company in accordance with the DGCL and the certificate of incorporation and bylaws of the Company and (ii) with respect to the consummation of the Second Merger, to approval of this Agreement and the Second Merger by the Company Required Vote. The board of directors of Merger I Surviving Corporation and the adoption of this Agreement, Agreement by Parent as the approval sole stockholder of Merger I Surviving Corporation in accordance with the Merger, DGCL and the certificate of incorporation and bylaws of Merger I Surviving Corporation. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval adoption at a meeting of such stockholders and has recommended that and, except for the stockholders adoption of this Agreement by the holders of a majority of the outstanding shares of Company approve this Agreement. Except for the Company Required VoteCommon Stock, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by Parent and Merger SubParent, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) bankruptcy, insolvency, reorganization, moratorium or other Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary to render the provisions of Sections 78.411 to 78.444, inclusive, of the NRS, that would prohibit the Merger or any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreements.

Authorization; Validity of Agreement. The Company (a) With respect to each Seller and Seller Guarantor that is not a natural person: (i) such Person has the requisite corporate full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such Person is a party and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required Vote. The adoption of this Agreement, the approval of the Merger, hereby and thereby; (ii) the execution, delivery and performance by the Company such Person of this Agreement and any Ancillary Agreement to which such Person is a party and the consummation by the Company it of the transactions contemplated hereby and thereby have been duly and validly authorized by such Person; and (iii) no other action on the Board part of Directors such Person or any other party is necessary to authorize the execution and delivery by such Person of this Agreement, any Ancillary Agreement to which such Person is a party or the consummation by it of the Company (the “Company Board”)transactions contemplated hereby or thereby. The Company Board Each Seller and Seller Guarantor that is not a natural person has directed that duly executed and delivered this Agreement and the Ancillary Agreements to which such Person is a party and, assuming due and valid authorization, execution and delivery thereof by Purchaser, De Novo and the other Sellers and Seller Guarantors, this Agreement and such Ancillary Agreements and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and has recommended that the stockholders of the Company approve this Agreement. Except for the Company Required Vote, no other corporate proceedings on the part of the Company thereby are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a valid and binding obligation obligations of the Company such Seller or Seller Guarantor, as applicable, enforceable against the Company it in accordance with its their terms, except except: (y) as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other Laws, now or hereafter in effect, similar Laws of general application affecting enforcement of creditors’ rights generally generally; and (iiz) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary to render the provisions of Sections 78.411 to 78.444, inclusive, availability of the NRS, that remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would prohibit be subject to the Merger or discretion of the court before which any other proceeding therefor may be brought (the foregoing clauses (y) and (z) being the “combination” (as defined in NRS 78.416Bankruptcy Exceptions”), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreements.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the approval and adoption of this Agreement by the affirmative vote of (i) the holders of a majority of the outstanding shares of Company Common Stock voting together as a single class with the holders of the Company Preferred Stock, who shall vote on an as converted basis to the extent set forth in the Certificate of Designations for the Company Preferred Stock, and (ii) the holders of a majority of the outstanding shares of the Company Preferred Stock voting as a separate class (such votes together, the “Company Required Vote”). The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and has recommended that the stockholders adoption of the Company approve this Agreement. Except for Agreement by the Company Required VoteVote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary to render the provisions of Sections 78.411 to 78.444, inclusive, of the NRS, that would prohibit the Merger or any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreements.

Authorization; Validity of Agreement. The Company Each of the Buyer and Direct Insite has 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 each of the Buyer or Direct Insite pursuant to the terms of this Agreement (collectively, the "Buyer Acquisition Agreements") and to assume and perform its or their obligations hereunder and thereunder, and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required Votehereby and thereby. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by each of the Company Buyer and Direct Insite of this Agreement and the other Buyer Acquisition Agreements to which the Buyer or Direct Insite is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company (Buyer and Direct Insite and, where necessary, the “Company Board”). The Company Board has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and has recommended that the stockholders shareholders of the Company approve this Agreement. Except for the Company Required VoteBuyer and Direct Insite, and no other corporate proceedings on the part of the Company Buyer and Direct Insite are necessary to authorize the execution, delivery and performance of this Agreement and the other Buyer Acquisition Agreements by the Company Buyer and Direct Insite, as the case may be, and the consummation of the transactions contemplated herebyhereby and thereby. This Each of this Agreement and each Buyer Acquisition Agreement has been duly and validly executed and delivered by the Company andBuyer and Direct Insite, assuming due authorizationas the case may be, execution and delivery of this Agreement by Parent and Merger Sub, constitutes is a valid and binding obligation of the Company Buyer and Direct Insite, enforceable against the Company each of them in accordance with its their respective terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other Laws, now or hereafter in effect, laws affecting creditors’ ' rights generally and generally, (ii) equitable rules or principles affecting the effect enforcement of general principles of equity (regardless of obligations generally, whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary to render , or (iii) the provisions of Sections 78.411 to 78.444, inclusive, exercise of the NRSdiscretionary powers of any court before which may be brought any proceeding seeking equitable remedies, that would prohibit the Merger or any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger including without limitation specific performance and the other transactions contemplated by this Agreement, and the Stockholder Agreementsinjunctive relief.

Authorization; Validity of Agreement. The Company has Transferee and MedSource each ------------------------------------ have the requisite limited liability company or corporate power and authority authority, as the case may be, to execute execute, deliver and deliver perform this Agreement and each other agreement executed or to be executed by them pursuant to the terms of this Agreement, including, without limitation, any item referred to in section 9 (collectively, the "MedSource Agreements") and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required Votehereby and thereby. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by the Company Transferee of this Agreement and the other MedSource Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors manager of the Company (the “Company Board”). The Company Board has directed that this Agreement Transferee, and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and has recommended that the stockholders of the Company approve this Agreement. Except for the Company Required Vote, no other corporate proceedings on the part of the Company Transferee are necessary to authorize the execution, delivery and performance of this Agreement by and the Company other MedSource Agreements to which the Transferee is a party and the consummation of the transactions contemplated herebyhereby and thereby. This Agreement has The execution, delivery and performance by MedSource of the MedSource Agreements to which it is a party and the consummation of the transactions contemplated thereby have been duly and validly authorized by the Board of Directors of MedSource, and no other proceedings on the part of MedSource are necessary to authorize the execution, delivery and performance of the MedSource Agreements to which MedSource is a party and the consummation of the transactions contemplated thereby. This Agreement and each other MedSource Agreement to which the Transferee is a party has been duly executed and delivered by the Company Transferee and, assuming due authorization, execution and delivery of this Agreement and each other MedSource Agreement by Parent the Transferor and Merger Subeach Shareholder party thereto, constitutes is a valid and binding obligation of the Company Transferee, enforceable against the Company Transferee in accordance with its their respective terms, except as such enforcement enforceability may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Lawssimilar laws, now or hereafter in effect, affecting the enforcement of creditors’ ' rights generally generally. Each MedSource Agreement to which MedSource is a party has been duly executed and (ii) delivered by MedSource and, assuming due authorization, execution and delivery of each such MedSource Agreement by the effect Transferor and each Shareholder party thereto, is a valid and binding obligation of general principles MedSource, enforceable against MedSource in accordance with their respective terms, except as such enforceability may be subject to or limited by applicable bankruptcy, insolvency, reorganization, or other similar laws, now or hereafter in effect, affecting the enforcement of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary to render the provisions of Sections 78.411 to 78.444, inclusive, of the NRS, that would prohibit the Merger or any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreementscreditors' rights generally.

Authorization; Validity of Agreement. The Company (a) Each of USHIFU and Purchaser has the requisite full corporate (or limited liability company) power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required VoteTransactions. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by the Company USHIFU and Purchaser of this Agreement and the other Transaction Documents to which they are a party and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement Purchaser and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders USHIFU, and has recommended that the stockholders of the Company approve this Agreement. Except for the Company Required Vote, no other corporate proceedings (or limited liability company) action on the part of the Company are USHIFU or Purchaser is necessary to authorize the execution, execution and delivery by USHIFU and performance Purchaser of this Agreement by the Company and or any Transaction Document or the consummation of the transactions contemplated herebyTransactions. Any vote of, or consent by, the holders of any class or series of Capital Stock issued by USHIFU or Purchaser that is necessary to authorize the execution and delivery by USHIFU or Purchaser of this Agreement or the consummation by either of them of the Transactions has been obtained. This Agreement has been duly and validly executed and delivered by the Company USHIFU and Purchaser, and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and Merger Subthe Signing Stockholders, constitutes is a valid and binding obligation of the Company USHIFU and Purchaser, enforceable against the Company USHIFU and Purchaser in accordance with its terms, terms except (a) as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other Laws, now or hereafter in effect, similar Laws of general application affecting enforcement of creditors’ rights generally and (iib) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary to render the provisions of Sections 78.411 to 78.444, inclusive, availability of the NRS, that remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would prohibit be subject to the Merger or discretion of the court before which any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreementsproceeding therefor may be brought.

Authorization; Validity of Agreement. The Company Each of Parent and Buyer has the requisite corporate power and authority to execute and deliver this Agreement the Transaction Documents to which it is specified to be a party and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required VoteContemplated Transactions. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by each of Parent and Buyer of the Company of this Agreement Transaction Documents to which it is specified to be a party, and the consummation by the Company each of Parent and Buyer of the transactions contemplated hereby Contemplated Transactions, have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement such Party, and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and has recommended that the stockholders of the Company approve this Agreement. Except for the Company Required Vote, no other corporate proceedings on the part of the Company Parent or Buyer are necessary to authorize the execution, execution and delivery and performance by such Party of this Agreement by the Company and any Transaction Document to which it is specified to be a party or the consummation by such Party of the transactions contemplated herebyContemplated Transactions. This Agreement has been duly and validly executed and delivered by Parent and Buyer. Assuming the Company and, assuming due and valid authorization, execution and delivery of this Agreement by Parent and Merger SubSellers, this Agreement constitutes a the legal, valid and binding obligation of the Company each of Parent and Buyer, enforceable against the Company such Party in accordance with its terms, except as that (i) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary equitable relief may be subject to render equitable defenses and to the provisions of Sections 78.411 to 78.444, inclusive, discretion of the NRScourt before which any proceeding therefor may be brought. Assuming the due and valid authorization, execution and delivery thereof by each other party thereto, each other Transaction Document to which Parent or Buyer is specified to be a party (when executed and delivered by such Party) shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except that would prohibit (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the Merger or 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 other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreementsproceeding therefor may be brought.

Authorization; Validity of Agreement. The Company has MedSource and the Transferee have ------------------------------------ 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 them pursuant to the terms of this Agreement (collectively, the "Acquisition Agreements") and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required Votehereby and thereby. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by MedSource and the Company Transferee, respectively, of this Agreement and the Acquisition Agreements and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement MedSource and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and has recommended that the stockholders sole member of the Company approve this Agreement. Except for the Company Required VoteTransferee, and no other corporate proceedings on the part of MedSource or the Company Transferee are necessary to authorize the execution, delivery and performance of this Agreement and the Acquisition Agreements by MedSource and the Company Transferee, as the case may be, and the consummation of the transactions contemplated herebyhereby and thereby. This Agreement and each Acquisition Agreement has been been, or (to the extent such Acquisition Document is to be first delivered at the Closing pursuant to section 7) as of the Closing Date will be, duly and validly executed and delivered by MedSource or the Company Transferee, as the case may be, and, assuming due authorization, execution and delivery of this Agreement by Parent and Merger Subeach Transferor, constitutes is a valid and binding obligation of MedSource or the Company Transferee, as the case may be, enforceable against MedSource or the Company Transferee, as the case may be, in accordance with its terms, except as such enforcement enforceability may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Lawssimilar laws, now or hereafter in effect, affecting the enforcement of creditors’ ' rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary to render the provisions of Sections 78.411 to 78.444, inclusive, of the NRS, that would prohibit the Merger or any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreementsgenerally.

Authorization; Validity of Agreement. The Company (a) Each Seller has the requisite corporate full power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which such Seller is a party and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required Votehereby and thereby. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by the Company each Seller of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and has recommended that the stockholders of the Company approve this Agreement. Except for the Company Required VoteAncillary Agreements, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized by, and no other proceedings on the part of each Seller are necessary to authorize the execution and delivery by, each Seller of this Agreement or the Ancillary Agreements and the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been (and the Ancillary Agreements to which each Seller are a party will be) duly and validly executed and delivered by the Company by, each Seller and, assuming due and valid authorization, execution and delivery of thereof by Buyer, this Agreement by Parent constitutes (and Merger Subthe Ancillary Agreements, constitutes a when executed and delivered will constitute) the legal, valid and binding obligation obligations of the Company each Seller enforceable against the Company each of them in accordance with its their respective terms, except as that (i) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary equitable relief may be subject to render equitable defenses and to the provisions of Sections 78.411 to 78.444, inclusive, discretion of the NRS, that would prohibit the Merger or court before which any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreementsproceeding therefor may be brought.

Authorization; Validity of Agreement. The Company Seller has the requisite corporate power and authority to execute and deliver this Agreement and all of the agreements and documents contemplated hereby, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required Votehereby and thereby. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by the Company Seller of this Agreement and all of the agreements and documents contemplated hereby, and the consummation by the Company it of the transactions contemplated hereby and thereby, have been duly and validly authorized by Seller by all necessary corporate action and no other corporate action on the Board part of Directors Seller is necessary to authorize the execution and delivery by Seller of the Company (the “Company Board”). The Company Board has directed that this Agreement and all agreements and documents contemplated hereby and thereby and the consummation by it of the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and has recommended that the stockholders of the Company approve this Agreement. Except for the Company Required Vote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated herebythereby. This Agreement and each of the agreements and documents contemplated hereby has been duly and validly executed and delivered by the Company andSeller, and (assuming due and valid authorization, execution and delivery of this Agreement hereof and thereof by Parent Purchaser and Merger Sub, constitutes each other party thereto other than Seller) is a valid and binding obligation of the Company Seller, enforceable against the Company Seller in accordance with its terms, except as that (i) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Laws, similar laws now or hereafter in effect, effect affecting creditors’ ' rights generally and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary equitable relief may be subject to render equitable defenses and to the provisions of Sections 78.411 to 78.444, inclusive, discretion of the NRS, that would prohibit the Merger or court before which any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreementsproceeding therefor may be brought.

Authorization; Validity of Agreement. The Company Each of ------------------------------------ Purchaser and Guarantor has the requisite full corporate power and authority to execute and deliver this Agreement and, to the extent applicable, the Ancillary Agreements and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required Votehereby and thereby. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by the Company each of Purchaser and Guarantor of this Agreement and, to the extent applicable, the Ancillary Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and has recommended that the stockholders of the Company approve this Agreement. Except for the Company Required Vote, no other corporate proceedings on the part of the Company Purchaser and Guarantor are necessary to authorize the execution, execution and delivery by Purchaser and performance Guarantor of this Agreement by or, to the Company extent applicable, the Ancillary Agreements and the consummation by it of the transactions contemplated herebyhereby and thereby. This Agreement has been been, and upon execution thereof, to the extent applicable, each Ancillary Agreement will be, duly and validly executed and delivered by the Company and, each of Purchaser and Guarantor and (assuming due and valid authorization, execution and delivery of this Agreement hereof and thereof by Parent and Merger SubSeller), constitutes to the extent applicable, is a valid and binding obligation of the Company each of Purchaser and Guarantor enforceable against the Company it in accordance with its terms, except as that (a) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Lawssimilar laws, now or hereafter in effect, affecting creditors’ ' rights generally and (iib) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary equitable relief may be subject to render equitable defenses and to the provisions of Sections 78.411 to 78.444, inclusive, discretion of the NRS, that would prohibit the Merger or court before which any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreementsproceeding therefor may be brought.

Authorization; Validity of Agreement. The Company Each of Purchaser and Sub has the requisite corporate power and authority to execute and deliver this Agreement and each of the Related Documents to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required VoteTransactions. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by the Company Purchaser and Sub of this Agreement and each such Related Document and the consummation by the Company of the transactions contemplated hereby Transactions have been or, in the case of such Related Documents, will be prior to the Closing, duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement Purchaser and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting Board of such stockholders Directors of Sub, and has recommended that the stockholders of the Company approve this Agreement. Except for the Company Required Vote, no other corporate proceedings action on the part of the Company are Purchaser or Sub 21 is necessary to authorize the execution, execution and delivery by Purchaser and performance Sub of this Agreement by the Company and such Related Documents or the consummation of the transactions contemplated herebyTransactions. No vote of, or consent by, the holders of any class or series of stock or other equity issued by Purchaser or Sub is necessary to authorize the execution and delivery by Purchaser or Sub of this Agreement and such Related Documents or the consummation by it of the Transactions. This Agreement has been been, and each of such Related Documents will be on or prior to the Closing, duly and validly executed and delivered by the Company Purchaser and Sub, and, assuming due and valid authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, is, or in the case of this Agreement by Parent and Merger Subsuch Related Documents, constitutes will be, a valid and binding obligation of the Company Purchaser and Sub, enforceable against the Company Purchaser and Sub in accordance with its terms, respective terms except (a) as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other Laws, now or hereafter in effect, similar laws of general application affecting enforcement of creditors’ ' rights generally and (iib) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary to render the provisions of Sections 78.411 to 78.444, inclusive, availability of the NRS, that remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would prohibit be subject to the Merger or discretion of the court before which any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreementsproceeding therefor may be brought.

Authorization; Validity of Agreement. The Company Purchaser has the all requisite corporate limited liability company or other power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required VoteTransactions. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by the Company Purchaser of this Agreement and the Ancillary Agreements and the consummation by the Company Purchaser of the transactions contemplated hereby Transactions have been duly and validly authorized by Purchaser, and no other action on the Board part of Directors Purchaser is necessary to authorize the execution and delivery by Purchaser of the Company (the “Company Board”). The Company Board has directed that this Agreement and the transactions contemplated hereby be submitted to Ancillary Agreements or the Company’s stockholders for approval at a meeting of such stockholders and has recommended that the stockholders consummation by Purchaser of the Company approve this Agreement. Except for the Company Required Vote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated herebyTransactions. This Agreement has been, and the Ancillary Agreements and the other Purchaser Transaction Deliveries have been or will be, duly and validly executed and delivered by the Company Purchaser, and, assuming due and valid authorization, execution and delivery of thereof by Seller and Hussain, as applicable, this Agreement by Parent and Merger Subthe Ancillary Agreements and the other Purchaser Transaction Deliveries are or will be, constitutes a as applicable, legal, valid and binding obligation obligations of the Company Purchaser, enforceable against the Company Purchaser in accordance with its terms, their terms except as such enforcement may be subject to or limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other Laws, now or hereafter in effect, similar laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary to render the provisions of Sections 78.411 to 78.444, inclusive, availability of the NRS, that remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would prohibit be subject to the Merger or discretion of the court before which any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreementsproceeding therefor may be brought.

Authorization; Validity of Agreement. The Company Seller has the requisite full corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required VoteContemplated Transactions. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by the Company Seller of this Agreement and the Ancillary Agreements to which Seller is a party, and the consummation by the Company of the transactions contemplated hereby Contemplated Transactions, have been duly and validly authorized by the Board of Directors of the Company (the “Company Seller Board”). The Company Board has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and has recommended that the stockholders of the Company approve this Agreement. Except for the Company Required VoteSeller Stockholder Approval, no other corporate proceedings on the part of the Company Seller are necessary to authorize the execution, delivery and or performance by Seller of this Agreement by or any Ancillary Agreement or to consummate the Company and the consummation of the transactions contemplated herebyContemplated Transactions. This Agreement has been (and the Ancillary Agreements will be) duly and validly executed and delivered by the Company Seller and, assuming due and valid authorization, execution and delivery of thereof by Buyer, this Agreement by Parent constitutes (and Merger Subthe Ancillary Agreements, constitutes a when executed and delivered will constitute) the legal, valid and binding obligation obligations of the Company Seller enforceable against the Company Seller in accordance with its their respective terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Applicable Laws relating to or other Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the effect of to general principles of equity (regardless of whether enforceability enforcement is considered in a proceeding sought at law or in equity). The Company Board Seller Board, at a meeting duly called and held, has taken all action necessary to render the provisions of Sections 78.411 to 78.444, inclusive, of the NRS, (i) determined that would prohibit the Merger or any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger Agreement and the other transactions contemplated by Contemplated Transactions are fair to and in the best interests of Seller’s stockholders and (ii) approved and adopted this Agreement, Agreement and the Contemplated Transactions and unanimously resolved to recommend that Seller’s stockholders approve and adopt this Agreement and the Contemplated Transactions at the Seller Stockholder AgreementsMeeting.

Authorization; Validity of Agreement. The Company Each of the Seller Parties has the requisite corporate all necessary organizational power and authority to execute and deliver this Agreement and each Ancillary Document to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required VoteTransactions. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by the Company each Seller Party of this Agreement and by each Seller Party or the applicable Seller Designees of each Ancillary Document to which it will be a party, and the consummation by the Company it of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting general partner or managing member of such stockholders Seller Party (as applicable), and has recommended that the stockholders of the Company approve this Agreement. Except for the Company Required Vote, no other corporate proceedings organizational action on the part of the Company are Seller Parties is necessary to authorize the execution, execution and delivery and performance by the Seller Parties of this Agreement by the Company Agreement, any such Ancillary Document and the consummation by it of the transactions contemplated herebyTransactions. This Agreement has been been, and each Ancillary Document to which it is contemplated that the Seller Parties or the Seller Designees will be party will be, duly and validly executed and delivered by each of the Company Seller Parties and the Seller Designees (as applicable) and, assuming due and valid authorization, execution and delivery hereof and thereof by each of this Agreement by Parent and Merger Subthe Buyer Parties party thereto, constitutes is or will be a valid and binding obligation of each of the Company Seller Parties and the Seller Designees (as applicable), enforceable against such Seller Parties and the Company Seller Designees (as applicable) in accordance with its terms, except as such that the enforcement hereof may be subject to or limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting relating to creditors’ rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equitylaw). The Company Board has taken all action necessary to render the provisions of Sections 78.411 to 78.444, inclusive, of the NRS, that would prohibit the Merger or any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other transactions contemplated by this Agreement, and the Stockholder Agreements.

Authorization; Validity of Agreement. The Each of the Shareholders and the Company has the requisite capacity or corporate power and authority authority, as the case may be, to execute execute, deliver and deliver perform this Agreement and each of the other agreements, instruments, documents and certificates to be executed and delivered by the Company or the Shareholders, as the case may be, pursuant to this Agreement, including but not limited to any item referred to in Article 7 (collectively, with this Agreement, the "Transaction Documents"), to which the Company or the Shareholders, as the case may be, are party, and to assume and perform its or their obligations hereunder and thereunder, and to consummate the transactions contemplated hereby, subject to approval of this Agreement by the Company Required Votehereby and thereby. The adoption of this Agreement, the approval of the Merger, the execution, delivery and performance by each of the Shareholders and the Company of this Agreement and the consummation by other Transaction Documents to which the Company or any Shareholder is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a meeting of such stockholders and has recommended that the stockholders shareholders of the Company approve this Agreement. Except for to the Company Required Voteextent legally required, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents by the Company Company, and the consummation of the transactions contemplated herebyhereby and thereby. This Each of this Agreement and the other Transaction Documents has been duly and validly executed and delivered by the Company andand the Shareholders, assuming due authorizationas applicable, execution and delivery of this Agreement by Parent and Merger Sub, constitutes is a valid and binding obligation of the Company and the Shareholders that are parties thereto, enforceable against the Company each of them in accordance with its their respective terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other Laws, now or hereafter in effect, laws affecting creditors’ ' rights generally and generally, (ii) equitable rules or principles affecting the effect enforcement of general principles of equity (regardless of obligations generally, whether enforceability is considered in a proceeding at law or in equity). The Company Board has taken all action necessary to render , or (iii) the provisions of Sections 78.411 to 78.444, inclusive, exercise of the NRSdiscretionary powers of any court before which may be brought any proceeding seeking equitable remedies, that would prohibit the Merger or any other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger including without limitation specific performance and the other transactions contemplated by this Agreement, and the Stockholder Agreementsinjunctive relief.