Common use of Due Authorization; Noncontravention Clause in Contracts

Due Authorization; Noncontravention. (a) Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the Company Related Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly authorized (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has approved and adopted this Agreement and the Company Related Agreements (if required), has approved the Merger, determined that this Agreement (and any Company Related Agreements to which the Company is a party) and the terms and conditions of the Merger, this Agreement and the Company Related Agreements are advisable and in the best interests of the Company and Company Stockholders, and directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (A) the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock (voting together as a single voting class on an as-converted to Company Common Stock basis), (B) the holders of at least a majority of the outstanding shares of Company Series A Preferred Stock and (C) the holders of a majority of the outstanding shares of Company Common Stock are the only votes of the holders of shares of Company Capital Stock necessary to adopt this Agreement and approve the Merger (the “Minimum Company Stockholder Approval”). The execution of the Company Stockholder Consent by the Major Stockholders is sufficient to obtain the Minimum Company Stockholder Approval.

Due Authorization; Noncontravention. (a) Subject to obtaining the Company Stockholder Approval, the a. The Company has all requisite corporate power and authority to enter into this Agreement and the Company Related Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, subject to receipt of the Company Stockholder Approval. The execution and delivery of this Agreement, the Ancillary Agreements (if required) and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Company Board. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly authorized (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has approved and adopted this Agreement and the Company Related Ancillary Agreements (if required), ) and has approved the Merger, determined that this Agreement (and any Company Related Agreement, the Ancillary Agreements to which the Company is a party) and the terms and conditions of the Merger, this Agreement and the Company Related Ancillary Agreements are advisable and in the best interests of the Company and Company Stockholders, and directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (A) the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock (voting together as a single voting class on an as-converted to Company Common Stock basis), (B) the holders of at least a majority of the outstanding shares of Company Series A Preferred Stock and (C) the holders of a majority of the outstanding shares of Company Common Stock are the only votes of the holders of shares of the Company Capital Stock necessary to adopt this Agreement and approve the Merger (the “Minimum Company Stockholder Approval”). The execution of the Company Stockholder Consent by the Major Company Stockholders listed on Exhibit B-1, or their proxyholder(s), is sufficient to obtain the Minimum Company Stockholder Approval.

Due Authorization; Noncontravention. (a) Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the Company Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Company Related Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by the Company Board. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesApplicable Exceptions. The Company Board, by resolutions duly authorized adopted (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has approved and adopted this Agreement and the Company Related Agreements (if required), has approved the Merger, determined that this Agreement (and any Company Related Agreements to which the Company is a party) and the terms and conditions of the Merger, Merger and this Agreement and the Company Related Agreements are advisable and in the best interests of the Company and the Company Stockholders, and directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the MergerAgreement. The affirmative votes of (Ai) the holders of a majority of the outstanding shares of Company Common Stock and Company Series A Preferred Stock (voting together as a single voting class on an as-converted to Company Common Stock basis), and (Bii) the holders of at least a majority of the outstanding shares of Company Series A Preferred Stock and (Cvoting as a separate voting class) the holders of a majority of the outstanding shares of Company Common Stock are the only votes of the holders of shares of the Company Capital Stock necessary to adopt this Agreement and approve the Merger (the “Minimum “ Company Stockholder Approval”). The execution delivery of the Company Stockholder Consent by the Major Requisite Stockholders is sufficient to obtain constitutes all of the Minimum votes necessary for the Company Stockholder ApprovalApproval and the Company Stockholder Approval has been obtained.

Due Authorization; Noncontravention. (a) Subject to obtaining the Company Stockholder Approval, the The Company has all requisite corporate power and authority to enter into this Agreement and the Company Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Company Related Agreements (if required) and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Company Board. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly authorized (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has approved and adopted this Agreement and the Company Related Agreements (if required), ) and has approved the Merger, determined that this Agreement (and any Company Related Agreement, the Ancillary Agreements to which the Company is a party) and the terms and conditions of the Merger, this Agreement and the Company Related Agreements are advisable and in the best interests of the Company and Company Stockholders, and directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (Ai) the holders of not less than a majority of the outstanding shares of Company Common Stock and Company Preferred Stock (voting together with the holders of Company Common Stock as a single voting class on an as-converted to Company Common Stock basis), ) and (Bii) the holders of at least not less than a majority of the outstanding shares of Company Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock (Cvoting as separate voting classes) the holders of a majority of the outstanding shares of Company Common Stock are the only votes of the holders of shares of the Company Capital Stock necessary to adopt this Agreement and approve the Merger (the “Minimum Company Stockholder Approval”). The execution of the Company Stockholder Consent by the Major Stockholders is sufficient to obtain the Minimum Company Stockholder Approval.