Common use of Corporate Authority; Approval and Fairness Clause in Contracts

Corporate Authority; Approval and Fairness. (i) The Company has 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 the Stock Option Agreement and to consummate, subject only to approval of the Merger by the holders of at least two-thirds of the outstanding Shares (the "Company Requisite Vote"), the Merger. This Agreement and the Stock Option Agreement are valid and binding agreements of the Company enforceable against the Company in accordance with their respective terms, 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 (the "Bankruptcy and Equity Exception").

Corporate Authority; Approval and Fairness. (i) The Company has 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 Stock Option Agreement and to consummateTransactions, subject only only, with respect to approval the Merger, to adoption of the Merger this Agreement by the holders of at least two-thirds 90% or more of the outstanding Shares shares of Common Stock (the "“Company Requisite Vote"”), the Merger. This Agreement has been duly executed and delivered by the Stock Option Agreement are Company and constitutes a valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles (the "“Bankruptcy and Equity Exception"”).

Corporate Authority; Approval and Fairness. (i) The Company has 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 Stock Option Agreement and to consummateTransactions, in each case subject only to approval adoption of this Agreement by the Merger by affirmative vote of the holders of at least two-thirds a majority of the outstanding Shares shares of Common Stock (the "“Company Requisite Vote"”), the Merger. This Agreement and the Stock Option Agreement are is a valid and legally binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, 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 (the "“Bankruptcy and Equity Exception"”).

Corporate Authority; Approval and Fairness. (ia) The Company has 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 the Stock Option Agreement and to consummateAgreement, subject only to approval of the Merger this Agreement by the holders of at least two-thirds a majority of the outstanding Shares shares of Company Common Stock (the "“Company Requisite Vote"Voting Proposal”), and to consummate the Merger. This Assuming due authorization, execution and delivery by the other parties hereto, this Agreement and the Stock Option Agreement are is a valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective its terms, subject to the effects of bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general applicability Laws relating to or affecting creditors' ’ rights generally and to general equity principles (the "Bankruptcy and Equity Exception")equitable principles.

Corporate Authority; Approval and Fairness. (i) The Company has 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 Stock Option Agreement and to consummateMerger, subject only to approval adoption of the Merger this Agreement by the holders of at least two-thirds a majority of the outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for the purpose (the "“Company Requisite Vote"”), the Merger. This Agreement and the Stock Option Agreement are is a valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective its terms, 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 (the "“Bankruptcy and Equity Exception"”).

Corporate Authority; Approval and Fairness. (i) The Company has all the 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 the Stock Option Agreement and to consummateconsummate the Merger, subject only to approval of the Merger by the holders of at least two-thirds a majority of the outstanding Shares Common Shares, if applicable (the "Company Requisite Vote"), the Merger. This Agreement and the Stock Option Agreement are the valid and binding agreements of the Company enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception").

Corporate Authority; Approval and Fairness. (ia) The Company has 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 Stock Option Agreement and to consummate, subject only to approval of the Merger by the holders of at least two-thirds of the outstanding Shares (the "Company Requisite Vote")Conversion, the MergerIssuance and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stock Option Agreement are Company and, assuming due authorization, execution and delivery by Purchaser, constitutes a valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles (the "“Bankruptcy and Equity Exception"”).

Corporate Authority; Approval and Fairness. (i) The Company has 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 Stock Option Agreement and to consummatetransactions contemplated by this Agreement, subject only to approval adoption of this Agreement by the Merger by affirmative vote of the holders of at least two-thirds a majority of the outstanding Shares (the "“Company Requisite Vote"”), the Merger. This Agreement and the Stock Option Agreement are is a valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective its terms, 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 (the "“Bankruptcy and Equity Exception"”).

Corporate Authority; Approval and Fairness. (i) The Company has 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 the Stock Option Agreement and to consummate, subject only to approval of the Merger this Agreement by the holders of at least two-thirds of the outstanding Shares (the "Company Requisite VoteCOMPANY REQUISITE VOTE"), the Merger. This Agreement and the Stock Option Agreement are is a valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective its terms, 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 (the "Bankruptcy and Equity ExceptionBANKRUPTCY AND EQUITY EXCEPTION").

Corporate Authority; Approval and Fairness. (i) The Company has 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 Stock Option Agreement and to consummatetransactions contemplated hereby, subject only to approval of this Agreement and the Merger by the affirmative vote of the holders of at least two-thirds a majority of the outstanding Shares (the "Company Requisite Vote"), the Merger. This Agreement and the Stock Option Agreement are is a valid and legally binding agreements agreement of the Company enforceable against the Company in accordance with their respective its terms, 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 (the "Bankruptcy and Equity Exception").

Corporate Authority; Approval and Fairness. (i) The Company has 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 the Stock Option Agreement and to consummate, subject only only, if required by Applicable Law, to approval of the Merger by the holders of at least two-thirds a majority of the outstanding Common Shares entitled to vote on the Merger (the "Company Requisite Vote"), the Merger. This Agreement and the Stock Option Agreement are is a valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective its terms, 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 (the "Bankruptcy and Equity Exception").

Corporate Authority; Approval and Fairness. (i) The Company has 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 Stock Option Agreement Merger and to consummateany other transactions contemplated by this Agreement, subject only to approval obtainment of the Merger by the holders of at least two-thirds of the outstanding Shares (the "Company Requisite Vote"), the MergerStockholder Approval. This Agreement has been duly executed and delivered by the Stock Option Company and, assuming this Agreement are constitutes the valid and binding agreements obligation of Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with their respective its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles (the "“Bankruptcy and Equity Exception"”).

Corporate Authority; Approval and Fairness. (i) The Company has 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 Stock Option Agreement and to consummateMerger, subject only to approval of the Merger by the holders of at least two-thirds a majority of the outstanding Shares (the "Company Requisite VoteCOMPANY COMMON STOCK REQUISITE VOTE"), the Merger. This Agreement and the Stock Option Agreement are is a valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective its terms, 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 (the "Bankruptcy and Equity ExceptionBANKRUPTCY AND EQUITY EXCEPTION").

Corporate Authority; Approval and Fairness. (i) The Company has 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 the Stock Option Agreement and to consummate, subject only to approval of the Merger this Agreement by the holders of at least two-thirds a majority of the outstanding Shares (the "Company Requisite Vote"), the MergerMerger and the other transactions contemplated hereby and thereby. This Agreement and the Stock Option Agreement are valid and binding agreements of the Company enforceable against the Company in accordance with their respective terms, 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 (the "Bankruptcy and Equity Exception").

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver this Agreement and, deliver and subject only to adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter (the “Requisite Company Vote”), to perform its obligations under this Agreement and the Stock Option Agreement and to consummate, subject only to approval of the Merger by the holders of at least two-thirds of the outstanding Shares (the "Company Requisite Vote"), consummate the Merger. This Agreement has been duly executed and delivered by the Stock Option Agreement are Company and constitutes a valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles (the "“Bankruptcy and Equity Exception"”).

Corporate Authority; Approval and Fairness. (i) The Company has 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 the Stock Option Agreement and to consummate, subject only to approval of the Merger this Agreement by the holders of at least two-thirds a majority of the outstanding Shares (the "Company Requisite VoteCOMPANY REQUISITE VOTE"), the Merger. This Agreement and the Stock Option Agreement are is a valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective its terms, 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 (the "Bankruptcy and Equity ExceptionBANKRUPTCY AND EQUITY EXCEPTION").

Corporate Authority; Approval and Fairness. (i) The Company has 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 the Stock Option Agreement and to consummate, subject only to approval of the Merger by the holders of at least two-thirds a majority of the outstanding Common Shares entitled to vote on the matter (the "Company Requisite VoteCOMPANY REQUISITE VOTE"), the Merger. This Agreement and the Stock Option Agreement are is a valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective its terms, 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 (the "Bankruptcy and Equity ExceptionBANKRUPTCY AND EQUITY EXCEPTION").

Corporate Authority; Approval and Fairness. (i) The Company has 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 the Stock Option Agreement and to consummate, subject only only, if required by Applicable Law, to approval of the Merger by the holders of at least two-thirds a majority of the outstanding Common Shares entitled to vote on the Merger (the "Company Requisite VoteCOMPANY REQUISITE VOTE"), the Merger. This Agreement and the Stock Option Agreement are is a valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective its terms, 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 (the "Bankruptcy and Equity ExceptionBANKRUPTCY AND EQUITY EXCEPTION").