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 the Stock Option Agreement and to consummate the Offer and, subject only to obtaining the adoption of this Agreement by a majority of the Shares outstanding as of the record date of the Company's stockholders meeting (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 (i) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or similar laws from time to time in effect affecting creditors' rights generally, and (ii) general principles of equity, whether such principles are considered in a proceeding at law or in equity. (ii) The Company Board has, at a meeting duly called and held, unanimously (A) approved the acquisition of the Company by Parent on the terms and subject to the conditions of this Agreement, (B) approved this Agreement and the Stock Option Agreement, the Offer and the Merger and the transactions contemplated hereby in accordance with the DGCL, (C) determined that the Offer and the Merger are fair to and in the best interests of the Company's stockholders and declared the Merger advisable, and (D) recommended that the stockholders of the Company tender their shares of Common Stock into the Offer and adopt this Agreement and approve the Merger.

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 Offer andMerger, subject only to obtaining the adoption approval of this Agreement agreement by the holders of a majority of the outstanding Shares outstanding as of the record date of the Company's stockholders entitled to vote at a stockholders’ meeting duly called and held for such purpose (the "“Requisite 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, Company enforceable against the Company in accordance with their respective terms its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratoriumreorganization, moratorium and similar Laws of general applicability relating to or similar laws from time to time in effect affecting creditors' ’ rights generally, and to general equity principles (ii) general principles of equity, whether such principles are considered in a proceeding at law or in equitythe “Bankruptcy and Equity Exception”). (ii) The board of directors of the Company Board has, at a meeting duly called and held, has unanimously (A) approved and declared advisable this Agreement and the acquisition of transactions contemplated by this Agreement, including the Company by Parent Mergers, on the terms and subject to the conditions of set forth in this Agreement, (B) approved determined that this Agreement and the Stock Option transactions contemplated by this Agreement, including the Offer and the Merger and the transactions contemplated hereby in accordance with the DGCLMergers, (C) determined that the Offer and the Merger are fair to to, and in the best interests of, the Company, (C) recommended the approval of this Agreement to the stockholders of the Company's stockholders and declared the Merger advisable, and (D) recommended directed that this Agreement be submitted to the stockholders of the Company tender their shares of Common Stock into the Offer and adopt this Agreement and approve the Mergerfor approval.

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 the Stock Option Agreement and to consummate the Offer andMerger, subject only to obtaining the adoption approval of this Agreement agreement by the holders of a majority of the outstanding Shares outstanding as of the record date of the Company's stockholders entitled to vote at a stockholders’ meeting duly called and held for such purpose (the "“Requisite 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, Company enforceable against the Company in accordance with their respective terms its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratoriumreorganization, moratorium and similar Laws of general applicability relating to or similar laws from time to time in effect affecting creditors' ’ rights generally, and to general equity principles (ii) general principles of equity, whether such principles are considered in a proceeding at law or in equitythe “Bankruptcy and Equity Exception”). (iib) The board of directors of the Company Board has, at a meeting duly called and held, has unanimously (A) approved and declared advisable this Agreement and the acquisition of transactions contemplated by this Agreement, including the Company by Parent Mergers, on the terms and subject to the conditions of set forth in this Agreement, (B) approved determined that this Agreement and the Stock Option transactions contemplated by this Agreement, including the Offer and the Merger and the transactions contemplated hereby in accordance with the DGCLMergers, (C) determined that the Offer and the Merger are fair to to, and in the best interests of of, the Company's stockholders and declared the Merger advisable, and (D) recommended that the stockholders of the Company tender their shares of Common Stock into the Offer and adopt this Agreement and approve the Merger.,