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 to consummate the Transactions, subject only, with respect to the Merger, to adoption of this Agreement by the holders of 90% or more of the outstanding shares of Common Stock (the “Company Requisite Vote”). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with 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 the Transactionsconsummate, subject only, with respect only to approval of the Merger, to adoption of this Agreement Merger by the holders of 90% or more at least two-thirds of the outstanding shares of Common Stock Shares (the “"Company Requisite Vote”"), the Merger. This Agreement has been duly executed and delivered by the Company and constitutes a Stock Option Agreement are valid and binding agreement agreements of the Company enforceable against the Company in accordance with its 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. (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 consummate the TransactionsMerger, subject only, with respect only to approval of the Merger, to adoption of this Agreement Merger by the holders of 90% or more at least a majority of the outstanding shares of Common Stock Shares, if applicable (the “"Company Requisite Vote”"). This Agreement has been duly executed and delivered by the Company and constitutes a Stock Option Agreement are the valid and binding agreement agreements of the Company enforceable against the Company in accordance with its their 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 TransactionsMerger, subject only, with respect to the Merger, only to adoption of this Agreement by the holders of 90% or more a majority of the outstanding shares of Common Stock Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for the purpose (the “Company Requisite Vote”). This Agreement has been duly executed and delivered by the Company and constitutes is a valid and binding agreement of the Company enforceable against the Company in accordance with 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 Transactions, in each case subject only, with respect to the Merger, only to adoption of this Agreement by the affirmative vote of the holders of 90% or more a majority of the outstanding shares of Common Stock (the “Company Requisite Vote”). This Agreement has been duly executed and delivered by the Company and constitutes is a valid and legally binding agreement obligation of the Company enforceable against the Company in accordance with 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. (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 TransactionsConversion, subject only, with respect to the Merger, to adoption of this Agreement by Issuance and the holders of 90% or more of the outstanding shares of Common Stock (the “Company Requisite Vote”)other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Purchaser, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with 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 to consummate the TransactionsAgreement, subject only, with respect only to the Merger, to adoption approval of this Agreement by the holders of 90% or more a majority of the outstanding shares of Company Common Stock (the “Company Requisite VoteVoting Proposal”), and to consummate the Merger. This Agreement has been duly executed Assuming due authorization, execution and delivered delivery by the Company and constitutes other parties hereto, this Agreement is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar Laws of general applicability 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 Transactionstransactions contemplated by this Agreement, subject only, with respect to the Merger, only to adoption of this Agreement by the affirmative vote of the holders of 90% or more a majority of the outstanding shares of Common Stock Shares (the “Company Requisite Vote”). This Agreement has been duly executed and delivered by the Company and constitutes is a valid and binding agreement of the Company enforceable against the Company in accordance with 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 Transactionsconsummate, subject only, with respect only to approval of the Merger, to adoption of this Agreement Merger by the holders of 90% or more a majority of the outstanding shares of Common Stock Shares entitled to vote on the matter (the “Company Requisite Vote”"COMPANY REQUISITE VOTE"), the Merger. This Agreement has been duly executed and delivered by the Company and constitutes is a valid and binding agreement of the Company enforceable against the Company in accordance with 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”"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 Transactionsconsummate, subject only, with respect to the Mergerif required by Applicable Law, to adoption approval of this Agreement the Merger by the holders of 90% or more a majority of the outstanding shares of Common Stock Shares entitled to vote on the Merger (the “Company Requisite Vote”"COMPANY REQUISITE VOTE"). This Agreement has been duly executed and delivered by the Company and constitutes is a valid and binding agreement of the Company enforceable against the Company in accordance with 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”"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 to consummate the Transactions, subject only, with respect to the Merger, to adoption of this Agreement by the holders of 90% or more of the outstanding shares of Common Stock (the “Company Requisite Vote”). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with 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 Transactionsconsummate, subject only, with respect only to the Merger, to adoption approval of this Agreement by the holders of 90% or more a majority of the outstanding shares of Common Stock Shares (the “Company Requisite Vote”"COMPANY REQUISITE VOTE"), the Merger. This Agreement has been duly executed and delivered by the Company and constitutes is a valid and binding agreement of the Company enforceable against the Company in accordance with 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”"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 the Transactionsconsummate, subject only, with respect only to the Merger, to adoption approval of this Agreement by the holders of 90% or more at least a majority of the outstanding shares of Common Stock Shares (the “"Company Requisite Vote”"), the Merger and the other transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes a Stock Option Agreement are valid and binding agreement agreements of the Company enforceable against the Company in accordance with its 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. (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 Transactionsconsummate, subject only, with respect only to the Merger, to adoption approval of this Agreement by the holders of 90% or more two-thirds of the outstanding shares of Common Stock Shares (the “Company Requisite Vote”"COMPANY REQUISITE VOTE"), the Merger. This Agreement has been duly executed and delivered by the Company and constitutes is a valid and binding agreement of the Company enforceable against the Company in accordance with 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”"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 TransactionsMerger, subject only, with respect only to approval of the Merger, to adoption of this Agreement Merger by the holders of 90% or more at least a majority of the outstanding shares of Common Stock Shares (the “Company Requisite Vote”"COMPANY COMMON STOCK REQUISITE VOTE"). This Agreement has been duly executed and delivered by the Company and constitutes is a valid and binding agreement of the Company enforceable against the Company in accordance with 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”"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 Transactionstransactions contemplated hereby, subject only, with respect only to the Merger, to adoption approval of this Agreement and the Merger by the affirmative vote of the holders of 90% or more a majority of the outstanding shares of Common Stock Shares (the “"Company Requisite Vote”"). This Agreement has been duly executed and delivered by the Company and constitutes is a valid and legally binding agreement of the Company enforceable against the Company in accordance with 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 Transactionsconsummate, subject only, with respect to the Mergerif required by Applicable Law, to adoption approval of this Agreement the Merger by the holders of 90% or more a majority of the outstanding shares of Common Stock Shares entitled to vote on the Merger (the “"Company Requisite Vote”"). This Agreement has been duly executed and delivered by the Company and constitutes is a valid and binding agreement of the Company enforceable against the Company in accordance with 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”").