Common use of Organization; Authorization; Binding Agreement Clause in Contracts

Organization; Authorization; Binding Agreement. Such Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and the consummation by such Stockholder of the transactions contemplated hereby are within such Stockholder’s corporate or organizational powers and have been duly authorized by all necessary corporate or organizational actions on the part of such Stockholder. Such Stockholder has full corporate or organizational power and authority to execute, deliver and perform this Agreement. This Agreement has been duly authorized, executed and delivered by such Stockholder and, assuming the due execution and delivery by each of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity. Other than as provided in the Merger Agreement and except for any filings by Stockholder with the SEC, the execution, delivery and performance by such Stockholders of this Agreement does not require any action by or in respect of, or any notice, report or other filing by such Stockholder with or to, or any consent, registration, approval, permit or authorization from, any Governmental Authority other than any actions or filings the absence of which would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement or otherwise adversely impact such Stockholder’s ability to perform its obligations hereunder.

Organization; Authorization; Binding Agreement. Such The Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and the consummation by such the Stockholder of the transactions contemplated hereby are within such the Stockholder’s corporate or organizational powers and have been duly authorized by all necessary corporate or organizational actions on the part of such the Stockholder. Such The Stockholder has full corporate or organizational power and authority to execute, deliver and perform this Agreement. This Agreement has been duly authorized, executed and delivered by such the Stockholder and, assuming the due execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes a legal, valid and binding obligation of such the Stockholder enforceable against such the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity. Other than as provided in the Merger Agreement and except for any filings by the Stockholder with the SEC, the execution, delivery and performance by such Stockholders the Stockholder of this Agreement does not require any action by or in respect of, or any notice, report or other filing by such the Stockholder with or to, or any consent, registration, approval, permit or authorization from, any Governmental Authority other than any actions or filings the absence of which would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement or otherwise adversely impact such the Stockholder’s ability to perform its obligations hereunder.