Common use of Due Authorization, etc Clause in Contracts

Due Authorization, etc. Such Signatory Stockholder has all requisite power and authority to execute, deliver and perform this Agreement, to appoint Merger Sub and Parent as its Proxy and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the appointment of Merger Sub and Parent as Signatory Stockholder's Proxy and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Signatory Stockholder. This Agreement has been duly executed and delivered by or on behalf of such Signatory Stockholder and constitutes a legal, valid and binding obligation of such Signatory Stockholder, enforceable against such Signatory Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding for such remedy may be brought. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Signatory Stockholder is trustee whose consent is required for the execution and delivery of this Agreement of the consummation by such Signatory Stockholder of the transactions contemplated hereby.

Due Authorization, etc. Such Signatory Major Stockholder has all requisite power and authority to execute, deliver and perform this Agreement, to appoint Merger Sub Purchaser and Parent as its Proxy and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the appointment of Merger Sub Purchaser and Parent as Signatory Major Stockholder's Proxy and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Signatory Major Stockholder. This Agreement has been duly executed and delivered by or on behalf of such Signatory Major Stockholder and constitutes a legal, valid and binding obligation of such Signatory Major Stockholder, enforceable against such Signatory Major Stockholder in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium moratorium, fraudulent conveyance or other similar laws affecting creditor rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding for such remedy may be brought. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Signatory Major Stockholder is trustee whose consent is required for the execution and delivery of this Agreement of or the consummation by such Signatory Major Stockholder of the transactions contemplated hereby.

Due Authorization, etc. Such Signatory Stockholder Shareholder has all requisite power and authority to execute, deliver and perform this Agreement, to appoint Merger Sub Purchaser and Parent as its Proxy and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the appointment of Merger Sub Purchaser and Parent as Signatory Stockholdersuch Shareholder's Proxy and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Signatory Stockholdersuch Shareholder. This Agreement has been duly executed and delivered by or on behalf of such Signatory Stockholder Shareholder and constitutes a legal, valid and binding obligation of such Signatory StockholderShareholder, enforceable against such Signatory Stockholder Shareholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the rights of creditors and to general principles of equity and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding for such remedy may be brought. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Signatory Stockholder Shareholder is trustee whose consent is required for the execution and delivery of this Agreement of or the consummation by such Signatory Stockholder Shareholder of the transactions contemplated hereby.

Due Authorization, etc. Such Signatory If Stockholder is not a natural person, Stockholder has all requisite power and authority to execute, deliver and perform this Agreement, to appoint Merger Sub and Parent the Company as its Proxy proxy and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the appointment of Merger Sub and Parent the Company as Signatory Stockholder's Proxy its proxy and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Signatory Stockholder, if Stockholder is not a natural person. If Stockholder is a natural person, Stockholder has full legal right, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by or on behalf of such Signatory Stockholder and constitutes a legal, valid and binding obligation of such Signatory Stockholder, enforceable against such Signatory Stockholder in accordance with its terms, except as enforcement that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion general principles of the court before which any proceeding for such remedy may be broughtequity. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Signatory Stockholder is trustee whose consent is required for the execution and delivery of this Agreement of or the consummation by such Signatory Stockholder of the transactions contemplated hereby.

Due Authorization, etc. Such Signatory Stockholder has all requisite power and authority to execute, deliver and perform this Agreement, to appoint Merger Sub and Parent as its Proxy and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the appointment of Merger Sub and Parent the Buyer as Signatory Stockholder's Proxy and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Signatory Stockholder. This Agreement has been duly executed and delivered by or on behalf of such Signatory Stockholder and constitutes a legal, valid and binding obligation of such Signatory Stockholder, enforceable against such Signatory Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding for such remedy may be brought. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Signatory Stockholder is trustee whose consent is required for the execution and delivery of this Agreement of the consummation by such Signatory Stockholder of the transactions contemplated hereby.

Due Authorization, etc. Such Signatory Stockholder has all requisite ----------------------- power and authority to execute, deliver and perform this Agreement, to appoint Merger Sub Purchaser and Parent as its his or her Proxy and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the appointment of Merger Sub Purchaser and Parent as Signatory Stockholder's Proxy and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Signatory Stockholder. This Agreement has been duly executed and delivered by or on behalf of such Signatory Stockholder and constitutes a legal, valid and binding obligation of such Signatory Stockholder, enforceable against such Signatory Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding for such remedy may be brought. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Signatory Stockholder is trustee whose consent is required for the execution and delivery of this Agreement of or the consummation by such Signatory Stockholder of the transactions contemplated hereby.