Common use of Corporate Authority; No Violation Clause in Contracts

Corporate Authority; No Violation. (a) The Company has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the performance by the Company of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, except for the approval of its shareholders of this Agreement, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the transactions contemplated hereby. The Board of Directors of the Company, at a meeting duly called and held at which a quorum was present throughout, has unanimously determined that the transactions contemplated by this Agreement are in the best interest of the Company and its shareholders and to recommend to such shareholders that they vote in favor of this Agreement and the Merger (the "Company Board Recommendation"). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding agreement of the other parties hereto, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies).

Corporate Authority; No Violation. (a) The Company Parent has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the performance by the Company Parent of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company Parent and, except for the approval of its shareholders of this AgreementParent Stockholder Approval (as defined in Section 4.16), no other corporate proceedings on the part of the Company Parent are necessary to authorize this Agreement or the transactions contemplated hereby. The Board of Directors of the CompanyParent, at a meeting duly called and held at which a quorum was present throughout, has unanimously determined that the transactions contemplated by this Agreement are in the best interest of the Company Parent and its shareholders stockholders and to recommend to such shareholders stockholders that they vote in favor of this Agreement and the Merger Parent Stockholder Proposal (as defined in Section 5.3) (the "Company Parent Board Recommendation"). This Agreement has been duly and validly executed and delivered by the Company Parent and, assuming this Agreement constitutes a valid and binding agreement of the other parties hereto, constitutes a valid and binding agreement of the CompanyParent, enforceable against the Company Parent in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies).