Common use of Corporate Authority; Approval and Fairness; No Violations Clause in Contracts

Corporate Authority; Approval and Fairness; No Violations. (a) The Company has full corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger and the Transactions contemplated hereby in accordance with the terms hereof, subject only to approval and authorization of this Agreement by the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock (the “Company Shareholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Corporate Authority; Approval and Fairness; No Violations. (ai) The Company has full all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger and the Transactions transactions contemplated hereby in accordance with the terms hereof, subject only to approval and authorization of this Agreement by the an affirmative vote of the holders of at least a majority Shares representing two-thirds or more of the outstanding shares of Company Common Stock Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Shareholder ApprovalVote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other Partiesparties hereto, constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”).