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

Corporate Authorization; Validity of Agreement; Necessary Action. Parent and Acquisition Sub have the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Acquisition Sub and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Parent and Acquisition Sub, and, assuming the due authorization, execution and delivery thereof by the Company and each of the Company Stockholders, constitutes a valid and legally binding agreement of Parent and Acquisition Sub enforceable against each of them in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and by general equitable principles).

Corporate Authorization; Validity of Agreement; Necessary Action. Parent and Acquisition Merger Sub have the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Acquisition Merger Sub and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Parent and Acquisition Merger Sub, and, assuming the due authorization, execution and delivery thereof by the Company and each of the Company StockholdersSecurity Holders, constitutes a valid and legally binding agreement of Parent and Acquisition Merger Sub enforceable against each of them in accordance with its terms (terms, except as such enforceability enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability affecting or relating to or affecting creditor’s rightsenforcement of creditors’ rights generally, and by (ii) general equitable principles).