Common use of Corporate Power; Enforceability Clause in Contracts

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, only in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the transactions contemplated hereby, other than and only in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder and, only in the case of the consummation of the Merger, hereunder; and (c) subject to obtaining receiving the Requisite Stockholder Approval, to consummate the transactions contemplated herebyTransaction. The execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder hereunder, and the consummation by the Company of the transactions contemplated hereby Transaction have been duly authorized and approved by all necessary corporate action on the part of the Company, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the consummation of the transactions contemplated hereby, other than and only in the case of the consummation of the Merger, obtaining the Requisite Stockholder ApprovalTransaction. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity (the “Enforceability Limitations”whether considered in a proceeding at Law or in equity).

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, only assuming the transactions contemplated by this Agreement are consummated in the case accordance with Section 251(h) of the consummation of the Merger, subject to obtaining the Requisite Stockholder ApprovalDGCL, to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the transactions contemplated hereby, other than and only assuming the transactions contemplated by this Agreement are consummated in the case accordance with Section 251(h) of the consummation of the Merger, obtaining the Requisite Stockholder ApprovalDGCL. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, only subject in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the transactions contemplated hereby, other than and only in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder and, only in the case of the consummation of the Merger, hereunder; and (c) subject to obtaining receiving the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder hereunder, and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger and the other transactions contemplated hereby, other than and only in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder and, only in the case of the consummation of the Merger, hereunder; and (c) subject to obtaining receiving the Requisite Stockholder Shareholder Approval, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder hereunder, and the consummation by the Company of the transactions contemplated hereby Transactions have been duly authorized and approved by all necessary corporate action on the part of the Company, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder hereunder; or (iii) subject to the receipt of the Requisite Shareholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Georgia, the consummation of the transactions contemplated hereby, other than and only in the case of the consummation of the Merger, obtaining the Requisite Stockholder ApprovalTransactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity (the “Enforceability Limitations”whether considered in a proceeding at Law or in equity).

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, only in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the transactions contemplated hereby, other than and only in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, generally and (b) is subject to general principles of equity (the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder and, only under this Agreement; and (c) assuming that the Merger is consummated in the case accordance with Section 251(h) of the consummation of the MergerDGCL, subject to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder under this Agreement, and the consummation by the Company of the transactions contemplated hereby Transactions have each been duly authorized by all necessary corporate action on the part of the CompanyCompany and assuming that the Merger is consummated in accordance with Section 251(h) of the DGCL, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder under this Agreement; or (iii) the consummation of the transactions contemplated hereby, other than and only in the case of the consummation of the Merger, obtaining the Requisite Stockholder ApprovalTransactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, only subject in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the transactions contemplated hereby, other than and only in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, only subject in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the transactions contemplated hereby, other than and only in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (the “Enforceability Limitations”)equity.