Common use of Corporate Power and Authority; Due Authorization Clause in Contracts

Corporate Power and Authority; Due Authorization. Purchaser has full corporate power and authority to execute and deliver this Agreement and each of the Closing Documents to which Purchaser is or will be a party and to consummate the Transactions. The Board of Directors of Purchaser has duly approved and authorized the execution and delivery of this Agreement and each of the Closing Documents to which it is or will be a party and the consummation of the Transactions and has resolved to submit the Merger to and recommend approval of the Merger by the stockholders of Purchaser, and, except for shareholder approval, no other corporate proceedings on the part of Purchaser are necessary to approve and authorize the execution and delivery of this Agreement and such Closing Documents and the consummation of the Transactions. Assuming that this Agreement and each of the Closing Documents to which Purchaser is a party constitutes a valid and binding agreement of Company and/or Parent, as the case may be, this Agreement and each of the Closing Documents to which Purchaser is a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of Purchaser in each case enforceable against Purchaser in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by the application of general principles of equity.

Corporate Power and Authority; Due Authorization. Each of Purchaser and Newco has full corporate power and authority to execute and deliver this Agreement and each of the Closing Transaction Documents to which Purchaser or Newco is or will be a party and to consummate the Transactions. The Each of the Board of Directors of Purchaser and the Board of Directors and stockholder of Newco has duly approved and authorized the execution and delivery of this Agreement and each of the Closing Transaction Documents to which it is or will be a party and the consummation of the Transactions Transactions, and has resolved to submit the Merger to and recommend approval of the Merger by the stockholders of Purchaser, and, except for shareholder approval, no other corporate proceedings on the part of Purchaser or Newco are necessary to approve and authorize the execution and delivery of this Agreement and such Closing Transaction Documents and the consummation of the Transactions. Assuming that this Agreement and each of the Closing Transaction Documents to which either Purchaser or Newco is a party constitutes a valid and binding agreement of the Company and/or Parent, as and the case may beMajor Shareholders, this Agreement and each of the Closing Transaction Documents to which Purchaser or Newco is a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of Purchaser or Newco in each case enforceable against Purchaser or Newco in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by the application of general principles of equity.