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

Corporate Power and Authority; Due Authorization. The Company has full corporate power and authority to execute and deliver this Agreement and each of the Closing Documents to which the Company is or will be a party and to consummate the Transactions. The Board of Directors of the Company at a meeting duly called and held has determined that the Merger is advisable and in the best interest of the Company and has approved it, and has recommended it to the Company's stockholders. The directors of the Company have also duly approved and authorized the execution and delivery of this Agreement and each of the Closing Documents to which the Company is or will be a party and the consummation of the Transactions, and, other than the requisite stockholder vote, no other corporate proceeding on the part of the Company is necessary to approve 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 Purchaser, this Agreement and each of the Closing Documents to which the Company or Parent is or will be a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of the Company or Parent, as the case may be, in each case enforceable 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. The duly elected officers and directors of the Company are set forth on Schedule 5.2 attached hereto. Copies of the Articles of Incorporation, the Bylaws and all minutes of the Company are contained in the minute books of the Company. True, correct and complete copies of the minute books of the Company have been delivered to Purchaser.

Corporate Power and Authority; Due Authorization. The Company has full corporate power and authority to execute and deliver this Agreement and each of the Closing Documents to which the Company is or will be a party and to consummate the Transactions. Parent owns all of the issued and outstanding shares of Company Capital Stock. The Board of Directors of the Company at a meeting duly called and held has determined that the Merger is advisable and in the best interest of the Company and has approved it, and has recommended it to the Company's stockholders. The directors and sole stockholder of the Company have also duly approved and authorized the execution and delivery of this Agreement and each of the Closing Documents to which the Company is or will be a party and the consummation of the Transactions, and, other than the requisite stockholder vote, and no other corporate proceeding on the part of the Company is necessary to approve 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 Purchaser, this Agreement and each of the Closing Documents to which the Company or Parent is or will be a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of the Company or Parent, as the case may be, in each case enforceable 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. The duly elected officers and directors of the Company are set forth on Schedule 5.2 attached hereto. Copies of the Articles of Incorporation, the Bylaws and all minutes of the Company are contained in the minute books of the Company. True, correct and complete copies of the minute books of the Company have been delivered to Purchaser.

Corporate Power and Authority; Due Authorization. The Company has full corporate power and authority to execute and deliver this Agreement and each of the Closing Transaction Documents to which the Company is or will be a party and to consummate the Transactions. The names of the Company Shareholders, and the number and percentage of shares in the Company owned by the Company Shareholders, are set forth on Schedule 5.2 attached hereto. The Company Shareholders own all of the issued and outstanding shares of Company Capital Stock. The Board of Directors of the Company at a meeting duly called and held has determined that the Merger is advisable and in the best interest of the Company and has approved it, and has recommended it to the Company's stockholders. The directors of the Company have also duly approved and authorized the execution and delivery of this Agreement and each of the Closing Transaction Documents to which the Company is or will be a party and the consummation of the Transactions, and, other than the requisite stockholder vote, and no other corporate proceeding on the part of the Company except for Company Shareholder Approval is necessary to approve the Transactions. Assuming that this Agreement and each of the Closing Transaction Documents to which Purchaser or Newco is a party constitutes a valid and binding agreement of PurchaserPurchaser or Newco, this Agreement and each of the Closing Transaction Documents to which the Company or Parent is the Company Shareholders are or will be a party parties constitutes, or will constitute when executed and delivered, a valid and binding agreement of the Company or Parent, as the case may beCompany Shareholders, in each case enforceable against the Company and the Company Shareholders 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. The duly elected officers and directors of the Company are set forth on Schedule 5.2 attached hereto. Copies of the Articles Certificate of Incorporation, the Bylaws and all minutes of the Company are contained in the minute books of the Company. True, correct and complete copies of the minute books of the Company have been delivered to Purchaser.