Common use of Organization, Qualification and Authority Clause in Contracts

Organization, Qualification and Authority. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Parent has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted, and is in good standing in each jurisdiction in which it does business and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency. Parent has the corporate power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of Parent hereby. The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Parent has been duly authorized by all necessary action on the part of Parent. No other action on the part of Parent or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by Parent, upon due execution and delivery thereof shall constitute valid binding obligations of Parent, enforceable in accordance with their respective terms.

Organization, Qualification and Authority. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Capstone Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. Each of Parent and Capstone Sub has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted, . Each of Parent and is in good standing in each jurisdiction in which it does business and Capstone Sub has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consentfull right, approval or authorization of, or obligation to notify, any person, entity or governmental agency. Parent has the corporate power and authority to execute, deliver and carry out the Merger and the terms of the Merger and this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of Parent and Capstone Sub, respectively, hereby. The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Parent and/or Capstone Sub has been duly authorized by all necessary corporate action on the part of ParentParent and/or Capstone Sub. No other action on the part of Parent or Capstone Sub or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement Agreement, and all other agreements and documents executed in connection herewith by ParentParent and/or Capstone Sub, upon due execution and delivery thereof thereof, shall constitute the valid binding obligations of ParentParent and or Capstone Sub, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity. No shareholder approval is required to effectuate the transactions contemplated hereunder. Parent and Capstone Sub have all material licenses, permits and governmental approvals necessary to operate their businesses.

Organization, Qualification and Authority. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Capstone Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. Each of Parent and Capstone Sub has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted, . Each of Parent and is in good standing in each jurisdiction in which it does business and Capstone Sub has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consentfull right, approval or authorization of, or obligation to notify, any person, entity or governmental agency. Parent has the corporate power and authority to execute, deliver and carry out the Merger and the terms of the Merger and this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of Parent and Capstone Sub, respectively, hereby. The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Parent and/or Capstone Sub has been duly authorized by all necessary corporate action on the part of ParentParent and/or Capstone Sub. No other action on the part of Parent or Capstone Sub or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement Agreement, and all other agreements and documents executed in connection herewith by ParentParent and/or Capstone Sub, upon due execution and delivery thereof thereof, shall constitute the valid binding obligations of Parent, enforceable in accordance with their respective terms.Parent and or Capstone Sub,

Organization, Qualification and Authority. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Capstone Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. Each of Parent and Capstone Sub has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted, . Each of Parent and is in good standing in each jurisdiction in which it does business and Capstone Sub has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consentfull right, approval or authorization of, or obligation to notify, any person, entity or governmental agency. Parent has the corporate power and authority to execute, deliver and carry out the Merger and the terms of the Merger and this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of Parent and Capstone Sub, respectively, hereby. The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Parent and/or Capstone Sub has been duly authorized by all necessary corporate action on the part of ParentParent and/or Capstone Sub. No other action on the part of Parent or Capstone Sub or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement Agreement, and all other agreements and documents executed in connection herewith by ParentParent and/or Capstone Sub, upon due execution and delivery thereof thereof, shall constitute the valid binding obligations of Parent, enforceable in accordance with their respective terms., except as enforcement may be limited by

Organization, Qualification and Authority. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Capstone Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. Each of Parent and Capstone Sub has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted, . Each of Parent and is in good standing in each jurisdiction in which it does business and Capstone Sub has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consentfull right, approval or authorization of, or obligation to notify, any person, entity or governmental agency. Parent has the corporate power and authority to execute, deliver and carry out the Merger and the terms of the Merger and this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate the transactions contemplated on the part of Parent and Capstone Sub, respectively, hereby. The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Parent and/or Capstone Sub has been duly authorized by all necessary corporate action on the part of ParentParent and/or Capstone Sub. No other action on the part of Parent or Capstone Sub or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement Agreement, and all other agreements and documents executed in connection herewith by ParentParent and/or Capstone Sub, upon due execution and delivery thereof thereof, shall constitute the valid binding obligations of Parent, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity. No shareholder approval is required to effectuate the transactions contemplated hereunder. Parent and Capstone Subsidiary have all material licenses, permits and governmental approvals necessary to operate their businesses.