Common use of Corporate Authority; Approval Clause in Contracts

Corporate Authority; Approval. (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 Merger, subject only to adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company 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. (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 MergerOffer and, subject only to obtaining the adoption of this Agreement by the holders of a majority of the Shares outstanding Shares entitled to vote on such matter at a stockholders’ as of the record date of the Company's stockholders meeting duly called and held for such purpose (the “"Company Requisite Company 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 Company, enforceable against the Company in accordance with its terms, their respective terms subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, reorganizationmoratorium, moratorium and or similar Laws of general applicability relating laws from time to or time in effect affecting creditors’ ' rights generally, and to (ii) general equity principles (the “Bankruptcy and Equity Exception”)of equity, whether such principles are considered in a proceeding at law or in equity.

Corporate Authority; Approval. (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 MergerOffer and, subject only to obtaining the adoption of this Agreement by the holders of a majority of the Shares outstanding Shares entitled to vote on such matter at a stockholders’ as of the record date of the Company's stockholders meeting duly called and held for such purpose (the “"Company Requisite Company 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 Company, enforceable against the Company in accordance with its terms, their respective terms subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, reorganization, moratorium and or similar Laws of general applicability relating laws from time to or time in effect affecting creditors’ ' rights generally, and to (ii) general principles of equity including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, whether such principles (the “Bankruptcy and Equity Exception”)are considered in a proceeding of law or in equity.

Corporate Authority; Approval. (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 Merger, subject only to adoption approval of this Agreement agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company 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. (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 Merger, subject only to adoption approval of this Agreement agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company 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”).