Common use of Corporate Authority; Approval Clause in Contracts

Corporate Authority; Approval. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions contemplated hereby, including the Offer and the Merger, other than in the case of the Merger the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Acquisition Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”). The board of directors of the Company has duly and unanimously adopted resolutions, which have not subsequently been rescinded or modified in any way, adopting the Board Actions. The affirmative vote of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of Company capital stock that, absent Section 251(h) of the DGCL, would be necessary under applicable Law and the Company’s certificate of incorporation and bylaws to adopt, approve or authorize this Agreement and consummate the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company.

Corporate Authority; Approval. (i) The Company has all necessary requisite corporate power and authority and has taken all corporate action necessary to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the Merger and the transactions contemplated herebythereby, including subject only to the Merger. The execution, delivery and performance adoption of this Agreement by the Company and the consummation by the Company holders of a majority of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on outstanding Common Shares (the part of “Company Requisite Vote”) immediately after the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions contemplated hereby, including the Offer and the Merger, other than in the case of the Merger the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent way of execution of the Principal Stockholders’ Consents. Each of this Agreement and Acquisition Subthe Principal Stockholders’ Agreement, constitutes is a legal, legally valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights generally and to general equitable principles (equity principles, regardless of whether enforceability is considered in a proceeding at Law or in equity or at law) (the “Bankruptcy and Equity Exception”). . (ii) The board Board of directors Directors of the Company Company, at a meeting duly called and held, has duly and unanimously adopted resolutions, which have not subsequently been rescinded or modified in any way, adopting (x) approved and declared advisable this Agreement and the Board Actions. The affirmative vote Merger and the other transactions contemplated hereby (y) determined that the terms of the holders of a majority Merger and the transactions contemplated thereby are fair to and in the best interests of the outstanding Shares is Company and its stockholders and (z) recommended that the Company’s stockholders approve this Agreement and the Merger. (iii) The only vote of the holders of any class or series of Company capital stock that, absent Section 251(h) of the DGCL, would be necessary under applicable Law to approve and the Company’s certificate of incorporation and bylaws to adopt, approve or authorize adopt this Agreement and the Merger is the adoption of this Agreement by a majority of all the votes entitled to be cast by the holders of outstanding Common Shares, which will be duly and validly effected by execution and delivery of the Principal Stockholders’ Consent. No approval by the holders of the Series C Preferred Shares is required to approve and adopt this Agreement and the Merger or consummate the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Companyhereby.

Corporate Authority; Approval. (i) The Company has all necessary requisite corporate power and authority and has taken all corporate action necessary to execute execute, deliver and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the Merger and the transactions contemplated herebythereby, including subject only to the Merger. The execution, delivery and performance adoption of this Agreement by the Company and the consummation by the Company holders of a majority of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on outstanding Common Shares (the part of "Company Requisite Vote") immediately after the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions contemplated hereby, including the Offer and the Merger, other than in the case of the Merger the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent way of execution of the Principal Stockholders' Consents. Each of this Agreement and Acquisition Subthe Principal Stockholders' Agreement, constitutes is a legal, legally valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ ' rights generally and to general equitable principles (equity principles, regardless of whether enforceability is considered in a proceeding at Law or in equity or at law) (the “"Bankruptcy and Equity Exception”"). . (ii) The board Board of directors Directors of the Company Company, at a meeting duly called and held, has duly and unanimously adopted resolutions, which have not subsequently been rescinded or modified in any way, adopting (x) approved and declared advisable this Agreement and the Board Actions. The affirmative vote Merger and the other transactions contemplated hereby (y) determined that the terms of the holders of a majority Merger and the transactions contemplated thereby are fair to and in the best interests of the outstanding Shares is Company and its stockholders and (z) recommended that the Company's stockholders approve this Agreement and the Merger. (iii) The only vote of the holders of any class or series of Company capital stock that, absent Section 251(h) of the DGCL, would be necessary under applicable Law to approve and the Company’s certificate of incorporation and bylaws to adopt, approve or authorize adopt this Agreement and the Merger is the adoption of this Agreement by a majority of all the votes entitled to be cast by the holders of outstanding Common Shares, which will be duly and validly effected by execution and delivery of the Principal Stockholders' Consent. No approval by the holders of the Series C Preferred Shares is required to approve and adopt this Agreement and the Merger or consummate the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Companyhereby.

Corporate Authority; Approval. ‎ The Company has all necessary corporate power and authority to execute execute, deliver and deliver perform ‎its obligations under this Agreement, to perform its obligations hereunder Agreement and the Securities Purchase Agreement and to consummate the transactions contemplated hereby, including Acquisition in accordance with the Mergerterms hereof and thereof. The execution, ‎execution and delivery and performance of this Agreement by the Company and the consummation Securities Purchase Agreement and the completion by the Company of the transactions ‎‎transactions contemplated hereby by this Agreement and the Securities Purchase Agreement have been duly and validly authorized by all necessary corporate action and SB ‎and no other corporate proceedings on the part of the Company are necessary to authorize ‎‎authorize the execution, execution and delivery and performance by it of this Agreement, the Securities Purchase Agreement or (subject to consummate obtaining the ‎Regulatory Approvals) the completion by the ‎Company of the transactions contemplated hereby, including the Offer ‎contemplated hereby and the Merger, other than in the case of the Merger the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCLthereby. This ‎This Agreement has been duly and validly executed ‎executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Acquisition Sub, constitutes a legal, valid and binding obligation of agreement ‎of the Company enforceable against the Company in accordance with its terms, subject to the effects of ‎to bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws ‎Laws of general applicability relating to or affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy ‎equity principles.‎ Upon execution and Equity Exception”). The board of directors delivery of the Securities Purchase Agreement on the Option Exercise Date, if applicable, the Securities Purchase Agreement will constitute a valid and binding agreement ‎of the Company has duly enforceable against the Company in accordance with its terms, subject ‎to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and unanimously adopted resolutions, which have not subsequently been rescinded similar ‎Laws of general applicability relating to or modified in any way, adopting the Board Actions. The affirmative vote of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of Company capital stock that, absent Section 251(h) of the DGCL, would be necessary under applicable Law affecting creditors’ rights and the Company’s certificate of incorporation and bylaws to adopt, approve or authorize this Agreement and consummate the Merger and the other transactions contemplated hereby in their capacity as stockholders of the Company.general ‎equity principles.‎