Common use of Corporate Authorization; Validity of Agreement; Necessary Action Clause in Contracts

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement to perform its respective obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub and no other corporate proceedings on the part of each of Parent or Merger Sub, respectively, are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company Stockholder, this Agreement constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, as applicable, enforceable against each of Parent and Merger Sub, as applicable, in accordance with its terms subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of the Parent and Merger Sub Mergerco has all necessary full corporate power and authority to execute and deliver this Agreement to perform its respective obligations hereunder and to consummate the transactions contemplated by this AgreementContemplated Transactions. The execution, delivery and performance by each of the Parent and Merger Sub Mergerco of this Agreement and the consummation by the Parent and Mergerco of the transactions contemplated by this Agreement Contemplated Transactions have been duly and validly authorized by all necessary corporate action on the part their respective Boards of each of Parent and Merger Sub Directors and no other corporate action or proceedings on the part of each of the Parent or Merger Sub, respectively, are and Mergerco is necessary to authorize this Agreement or to consummate the transactions contemplated execution and delivery by the Parent and Mergerco of this Agreement, and the consummation by the Parent and Mergerco of the Contemplated Transactions. This Agreement has been duly executed and delivered by each of the Parent and Merger Sub andMergerco, and assuming the due authorization, execution and delivery by Company Stockholder, this Agreement constitutes a legalvalid and binding obligation of the Company, constitutes a valid and binding obligation of each of the Parent and Merger Sub, as applicableMergerco, enforceable against each of Parent and Merger Sub, as applicable, them in accordance with its terms subjectterms, as except that (i) such enforcement may be subject to enforcement of remedies, to applicable bankruptcy, insolvencyinsolvency or other similar laws, reorganizationnow or hereafter in effect, moratorium or similar laws affecting creditors rights generally, and (ii) the rights remedy of specific performance and remedies injunctive and other forms of creditors generally equitable relief may be subject to equitable defenses and to the effect discretion of general principles of equitythe court before which any proceeding therefor may be brought.

Corporate Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement to perform its respective obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Sub of the transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action on its Board of Directors, and, except for the part filing of each the Certificate of Parent and Merger Sub and as required by the DGCL, no other corporate action or proceedings on the part of each of Parent or Merger Sub, respectively, and Sub are necessary to authorize the execution and delivery by Parent and Sub of this Agreement or to consummate Agreement, and the consummation by Parent and Sub of the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Sub, and, assuming the due authorization, execution and delivery by Company Stockholder, this Agreement constitutes a legalvalid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, as applicable, enforceable against each of Parent and Merger Sub, as applicable, them in accordance with its terms subjectterms, as except that such enforcement (i) may be subject to enforcement of remedies, to applicable bankruptcy, insolvencyinsolvency or other similar laws, reorganizationnow or hereafter in effect, moratorium or similar laws affecting the creditors' rights generally, and remedies of creditors generally and (ii) is subject to the effect of general principles of equity. (b) This Agreement has been approved by Parent, as the sole stockholder of Sub. No other vote of holders of any class or series of capital stock of Parent or Sub is necessary to approve this Agreement, the Merger and the transactions contemplated hereby.