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

Organization; Power; Binding Agreement. If the Stockholder is not an individual, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and has full power and authority to execute and deliver this Agreement and the Proxy, to perform all of the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. If the Stockholder is an individual, the Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and the Proxy, to perform all of the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. If the Stockholder is not an individual, the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder or the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance and other equitable remedies.

Organization; Power; Binding Agreement. If the Stockholder is not an individualentity, it the Stockholder is a legal entity, duly organized and organized, validly existing and in good standing under the laws of the its jurisdiction of its organization and has full organizational power and authority to execute enter into and deliver this Agreement and the Proxy, to perform all of the Stockholder’s its obligations hereunder and to consummate the transactions contemplated herebyunder this Agreement. If the Stockholder is an individual, such Stockholder has the legal capacity to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and the Proxy, to perform all of the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. If the Stockholder is not an individual, the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder Agreement or the consummation by the Stockholder of to consummate the transactions contemplated herebyhereby and will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, proxy agreement, pledge agreement, shareholders agreement or voting trust or, if the Stockholder is an entity, the Stockholder’s organizational documents. This Agreement has been duly and validly executed and delivered by the such Stockholder and, assuming this Agreement constitutes a valid the due authorization, execution and binding obligation of Parentdelivery by the other Stockholders party hereto, constitutes a valid and binding obligation agreement of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, subject to: to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; , and (ii) rules of law governing specific performance performance, injunctive relief and other equitable remedies. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.

Organization; Power; Binding Agreement. If the Stockholder is not an individualentity, it the Stockholder is a legal entity, duly organized and organized, validly existing and in good standing under the laws of the its jurisdiction of its organization and has full organizational power and authority to execute enter into and deliver this Agreement and the Proxy, to perform all of the Stockholder’s its obligations hereunder and to consummate the transactions contemplated herebyunder this Agreement. If the Stockholder is an individual, such Stockholder has the legal capacity to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and the Proxy, to perform all of the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. If the Stockholder is not an individual, the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder Agreement or the consummation by the Stockholder of to consummate the transactions contemplated herebyhereby and will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, proxy agreement, pledge agreement, shareholders agreement or voting trust or, if the Stockholder is an entity, the Stockholder's organizational documents. This Agreement has been duly and validly executed and delivered by the such Stockholder and, assuming this Agreement constitutes a valid the due authorization, execution and binding obligation of Parentdelivery by the other Stockholders party hereto, constitutes a valid and binding obligation agreement of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, subject to: to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; , and (ii) rules of law governing specific performance performance, injunctive relief and other equitable remedies. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.

Organization; Power; Binding Agreement. If the Stockholder is not an individualentity, it the Stockholder is a legal entity, duly organized and organized, validly existing and in good standing under the laws of the its jurisdiction of its organization and has full organizational power and authority to execute enter into and deliver this Agreement and the Proxy, to perform all of the Stockholder’s its obligations hereunder and to consummate the transactions contemplated herebyunder this Agreement. If the Stockholder is an individual, such Stockholder has the legal capacity to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and the Proxy, to perform all of the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. If the Stockholder is not an individual, the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Stockholder and no other actions or proceedings on the part of the Stockholder are is necessary to authorize the execution and delivery by the Stockholder of this Agreement, the performance by the Stockholder of its obligations hereunder Agreement or the consummation by the Stockholder of to consummate the transactions contemplated herebyhereby and will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, proxy agreement, pledge agreement, shareholders agreement or voting trust or, if the Stockholder is an entity, the Stockholder’s organizational documents. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid the due authorization, execution and binding obligation delivery by or on behalf of ParentLuxco, constitutes a valid and binding obligation agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to: to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; , and (ii) rules of law governing specific performance performance, injunctive relief and other equitable remedies. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.