Common use of CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT Clause in Contracts

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. Each of Parent and Sub has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Boards of Directors of Parent and Sub (as appropriate) and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or the Registration Rights Agreement and the transactions contemplated thereby. This Agreement has been duly and validly executed and delivered by Parent and Sub, as applicable, and, assuming this Agreement constitutes valid and binding agreements of the other parties hereto, this Agreement constitutes valid and binding agreements of Parent and Sub (as appropriate), enforceable against them in accordance with their respective 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). Neither Parent nor Sub is subject to or obligated under any charter, bylaw or contract provision or agreement evidencing indebtedness or any license, franchise or permit, or subject to any order or decree, that would be breached or violated by its executing or carrying out this Agreement, except for any breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Other than in connection with or in compliance with the provisions of the DGCL, the Securities Act, the Exchange Act, the HSR Act, Section 4043 of ERISA, and the securities or blue sky laws of the various states and other than any necessary approvals of the United States government or any agencies, departments or instrumentalities thereof (collectively, the "Parent Required Approvals"), no authorization, consent or approval of, or filing with, any Governmental Authority or any non-governmental third party is necessary for the consummation by Parent of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect on Parent or substantially impair or delay the consummation of the transactions contemplated hereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATIONNo Violation. Each of Parent and Sub The Company has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Boards Board of Directors of Parent the Company and Sub (as appropriate) and no by the holders of the outstanding shares of Company Common Stock. No other corporate proceedings on the part of Parent or Sub the Company are necessary to authorize this Agreement or the Registration Rights Agreement and the transactions contemplated therebyhereby. The Board of Directors of the Company has determined that the transactions contemplated by this Agreement are advisable and in the best interest of its stockholders and to recommend to such stockholders that they vote in favor thereof. This Agreement has been duly and validly executed and delivered by Parent and Sub, as applicable, the Company and, assuming this Agreement Agreement, has been duly and validly executed and delivered by the other parties hereto and constitutes the valid and binding agreements agreement of the other parties hereto, this Agreement constitutes valid and binding agreements of Parent and Sub (as appropriate)Company, enforceable against them the Company in accordance with their respective 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). Neither Parent nor Sub is subject to or obligated under any charter, bylaw or contract provision or agreement evidencing indebtedness or any license, franchise or permit, or subject to any order or decree, that would be breached or violated by its executing or carrying out this Agreement, except for any breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Other than in connection with or in compliance the filing of the Certificate of Merger with the provisions Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the DGCL, the Securities Act, the Exchange Act, the HSR Act, Section 4043 of ERISA, and the securities or blue sky laws of the various states and other than any necessary approvals of the United States government or any agencies, departments or instrumentalities thereof Surviving Corporation (collectively, the "Parent Company Required Approvals"), no authorization, consent or approval of, or filing with, any Governmental Authority governmental body or any non-governmental third party authority is necessary for the consummation by Parent the Company of the transactions contemplated by this Agreement, Agreement except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect on Parent or substantially impair or delay the consummation Company; provided that the Company makes no representation with respect to such of the transactions contemplated herebyforegoing as are required by reason of facts specifically pertaining to Parent as any of its Subsidiaries.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. Each of Parent Acquiror and Sub has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Boards Board of Directors of Parent Acquiror and the Board of Directors of Sub (as appropriate) and no other corporate proceedings on the part of Parent Acquiror or Sub are necessary to authorize this Agreement or the Registration Rights Agreement and the transactions contemplated therebyhereby. This Agreement has been duly and validly executed and delivered by Parent Acquiror and Sub, as applicable, Sub and, assuming this Agreement constitutes a valid and binding agreements Agreement of the other parties hereto, this Agreement constitutes a valid and binding agreements agreement of Parent Acquiror and Sub (as appropriate)Sub, enforceable against each of them in accordance with their respective 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). Neither Parent Acquiror nor Sub is subject to or obligated under any charter, bylaw by-law or contract provision or agreement evidencing indebtedness or any license, franchise or permit, or subject to any order or decree, that which would be breached or violated by its executing execution or carrying out performance of this Agreement, except for any breaches or violations that which would not, individually or in the aggregate, have a Material Adverse Effect on ParentAcquiror. Other than in connection with or in compliance with the provisions of the DGCL, the Securities ActNevada Law, the Exchange Act, the HSR Act, Section 4043 of ERISA, Act and the securities or blue sky laws of the various states and other than any necessary approvals of the United States government or any agencies, departments or instrumentalities thereof (collectively, the "Parent Acquiror Required Approvals"), no authorization, consent or approval of, or filing with, any Governmental Authority governmental body or any non-governmental third party authority is necessary for the consummation by Parent Acquiror of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect on Parent or substantially impair or delay the consummation of the transactions contemplated hereby.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION; APPROVALS. (a) Each of Parent and Merger Sub has the requisite full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub (and by Parent as appropriate) the sole stockholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or the Registration Rights Agreement and to consummate the transactions contemplated therebyhereby. This Agreement has been duly and validly executed and delivered by Parent and Sub, as applicable, Merger Sub and, assuming this Agreement constitutes a valid and binding agreements agreement of the other parties heretoCompany, this Agreement constitutes a valid and binding agreements agreement of Parent and Merger Sub (as appropriate), enforceable against each of them in accordance with its terms. (b) The execution and delivery of this Agreement by Parent and by Merger Sub do not, and the performance of this Agreement by Parent and by Merger Sub will not, (i) conflict with or violate any provision of the Parent Certificate or the Parent By-laws; (ii) conflict with or violate any provision of any equivalent organizational documents of Merger Sub; (iii) assuming that all consents, approvals, authorizations and other actions described in Section 4.3(c) have been obtained and all filings and obligations described in Section 4.3(c) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or any of their respective terms properties or assets; or (iv) except insofar as enforceability may be limited by applicable bankruptcyset forth in Section 4.3(b) of the Parent Disclosure Schedule, insolvency, reorganization, moratorium result in any breach of or similar laws affecting creditors' any loss of any benefit or any triggering of additional rights generallyunder or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or by principles governing give to others any right of termination, amendment, acceleration or cancellation of, or result in the availability creation of equitable remedies). Neither a lien or other encumbrance on any property or asset of Parent nor Sub is subject to or obligated under any charter, bylaw or contract provision or agreement evidencing indebtedness or any Subsidiary of Parent pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, franchise permit or permitother instrument or obligation, or subject except, with respect to any order or decreeclauses (ii), that would be breached or violated by its executing or carrying out this Agreement(iii) and (iv), except for any breaches such conflicts or violations that would notwhich neither, individually or in the aggregate, (A) would reasonably be expected to have a Material Adverse Effect on Parent nor (B) prevent or materially delay the performance of this Agreement by Parent. (c) Other than in connection with or in compliance with the provisions of the DGCL, the Securities Act, the Exchange Act, the HSR Act, Section 4043 of ERISA, any non-United States competition, antitrust and investments Laws and the securities or blue sky laws Laws of the various states states, the rules of the NYSE, and other than as set forth in items 1. and 2. of Section 3.3(c) of the Company Disclosure Schedule and any necessary approvals of the United States government or any agencies, departments or instrumentalities thereof (collectively, the "Parent Required Approvals"), no authorization, consent or approval of, or filing withwith or notification of, any Governmental Authority Entity or of or with any non-governmental third party is necessary for the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals approvals, filings, or filingsnotifications, the failure to obtain or make which that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or substantially impair or delay the consummation of the transactions contemplated hereby.. 4.4

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. Each of (a) Parent and Sub has the all requisite corporate or similar power and authority to enter into this Agreement and to carry out perform its obligations hereunder and thereunderhereunder. The execution execution, delivery and delivery performance by Parent of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Boards of Directors of Parent and Sub (as appropriate) and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or the Registration Rights Agreement and the transactions contemplated therebyParent. This Agreement has been duly and validly executed and delivered by Parent and Sub, as applicable, and, assuming this Agreement constitutes the valid and binding agreements agreement of the other parties heretoShareholder, this Agreement constitutes the valid and binding agreements agreement of Parent and Sub (as appropriate)Parent, enforceable against them Parent in accordance with their respective terms its terms, except that (except insofar as enforceability i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar laws Applicable Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors' ’ rights generally, or by principles governing the availability generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable remedies). Neither Parent nor Sub is relief may be subject to or obligated under equitable defenses and to the discretion of the court before which any charter, bylaw or contract provision or agreement evidencing indebtedness or any license, franchise or permit, or subject to any order or decree, that would proceeding therefor may be breached or violated by its executing or carrying out this Agreement, except for any breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Parent. brought. (b) Other than any consents that have already been obtained or will be obtained in connection with or in compliance with the provisions consummation of the DGCL, transactions contemplated by the Securities Act, the Exchange Act, the HSR Act, Section 4043 of ERISA, and the securities or blue sky laws of the various states and other than any necessary approvals of the United States government or any agencies, departments or instrumentalities thereof (collectively, the "Parent Required Approvals")Merger Agreement, no authorization, consent or approval of, or filing with, any Governmental Authority Entity is necessary, under Applicable Law, for Parent to perform its obligations under this Agreement or any non-governmental third party is necessary for the consummation by Parent of to consummate the transactions contemplated by this Agreementhereby, except for such authorizations, consents, approvals or filingsfilings that, if not obtained or made, would not reasonably be expected to materially prevent, delay or impede the failure ability of Parent to obtain perform its obligations under this Agreement or make which to consummate the transactions contemplated hereby. (c) The execution and delivery by Parent of this Agreement does not, and will not (i) conflict with or result in any violation of any provision of the Parent Governing Documents or (ii) conflict with or violate any Applicable Laws to Parent or any of its material properties or assets, other than in the case of clauses ‎(i) and ‎(ii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect material adverse effect on Parent Parent’s ability to perform its obligations under this Agreement or substantially impair or delay the consummation of to consummate the transactions contemplated hereby.