Common use of Power; Binding Agreement Clause in Contracts

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder.

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of its such Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any applicable law or any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms.

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of its Stockholder’s obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms.

Power; Binding Agreement. Stockholder has the full legal capacity, right, power and authority to enter into and perform all of its Stockholder's obligations under this Agreement. The execution, execution and delivery and performance of this Agreement by Stockholder will not violate any agreement agreement, contract or any court order arrangement to which Stockholder is a party or is subject bound, including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a legal, valid and binding agreement of Stockholder., enforceable in accordance with its terms. Neither the execution or delivery of this Agreement nor the consummation by Stockholder of the

Power; Binding Agreement. Stockholder has and will have the legal capacity, power and authority to enter into and perform all of its Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms.

Power; Binding Agreement. The Stockholder has the legal capacity, full individual power and authority and legal capacity to enter into execute and perform all of its obligations under this Agreement. The execution, delivery and performance of deliver this Agreement by Stockholder will not violate any agreement or any court order and to which Stockholder is a party or is subject including, without limitation, any voting agreement perform the Stockholder’s obligations hereunder (including delivering the proxy or voting trustinstructions described in Section 3(c)). This Agreement has been duly and validly executed and delivered by the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and Merger Sub, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of its Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms.

Power; Binding Agreement. The Stockholder has the legal capacity, capacity and all requisite power and authority to enter into and perform all of its obligations obligations, under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms.

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will shall not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, including any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder.

Power; Binding Agreement. The Stockholder has the legal capacity, power and authority to enter into and perform all of its the Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder.The

Power; Binding Agreement. The Stockholder has the legal capacity, full power and authority to enter into and perform all of its the Stockholder's obligations under this Agreement. The executionIf Stockholder is an entity, delivery and performance the execution by Stockholder of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or partnership action on the part of Stockholder will not violate any agreement or any court order to which and no other action on the part of Stockholder is a party or is subject including, without limitation, any voting agreement or voting trustrequired in connection therewith. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms.

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of its Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms.

Power; Binding Agreement. The Acquiror Stockholder has the legal capacity, power and authority to enter into and perform all of its the Acquiror Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by the Acquiror Stockholder will not violate any other agreement or any court order to which the Acquiror Stockholder is a party or is subject party, including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered and authorized by the Acquiror Stockholder and constitutes a valid and binding agreement of the Acquiror Stockholder, enforceable against the Acquiror Stockholder in accordance with its terms.

Power; Binding Agreement. The Stockholder has the legal capacity, capacity and all requisite power and authority to enter into and perform all of its its, his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms.

Power; Binding Agreement. The Stockholder has the legal capacity, capacity and all requisite power and authority to enter into and perform all of its his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms.

Power; Binding Agreement. The Stockholder has the legal capacity, capacity and all requisite power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Power; Binding Agreement. The Stockholder has the legal capacity, capacity and all requisite power and authority to enter into and perform all of its obligations its, his or her obligations, under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms.

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of its his obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other agreement or any court order to which Stockholder is a party or is subject party, including, without limitation, any voting agreement, stockholders' agreement, partnership agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms.

Power; Binding Agreement. Such Stockholder has the legal capacity, power capacity and authority to enter into this Agreement and to perform all of his or its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

Power; Binding Agreement. The Stockholder has the legal capacity, power capacity and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by StockholderStockholder and constitutes a valid and binding agreement of Stockholders, enforceable against Stockholder in accordance with its terms.

Power; Binding Agreement. Stockholder has and will have the ------------------------ legal capacity, power and authority to enter into and perform all of its Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms.

Power; Binding Agreement. The Stockholder has the legal capacity, full corporate power and authority and legal capacity to enter into execute and perform all of its obligations under this Agreement. The execution, delivery and performance of deliver this Agreement by Stockholder will not violate any agreement or any court order and to which Stockholder is a party or is subject including, without limitation, any voting agreement perform the Stockholder’s obligations hereunder (including delivering the proxy or voting trustinstructions described in Section 3(c)). This Agreement has been duly and validly executed and delivered by the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and Merger Sub, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.

Power; Binding Agreement. The Stockholder has the legal capacity, power and authority to enter into and perform all of its his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any which constitutes a binding agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by on the Stockholder.

Power; Binding Agreement. Stockholder has the legal capacity, power The execution and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder will not violate any other agreement or any court order to which Stockholder he is a party or is subject including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming its due authorization, execution and delivery by the Company and the other Stockholder, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms.

Power; Binding Agreement. Each Stockholder has the legal capacity, power and authority to enter into and perform all of its his or her respective Stockholder obligations under this Agreement. The execution, delivery and performance of this Agreement by each Stockholder will not violate any agreement or any court order to which such Stockholder is a party or is subject subject, including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by each Stockholder and constitutes a valid and binding agreement upon each Stockholder, enforceable against such Stockholder in accordance with its terms, subject to general principles of equity.

Power; Binding Agreement. Such Stockholder has the legal capacity, power capacity and authority to enter into this Agreement and to perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Power; Binding Agreement. Stockholder has the legal capacity, ------------------------ power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms.

Power; Binding Agreement. Such Stockholder has the legal capacity, power and authority to enter into and perform all of its such Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by such Stockholder will not violate any other agreement or any court order to which such Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder.without

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of its such Stockholder's obligations under this Agreement. The To the knowledge of Stockholder, the execution, delivery and performance of this Agreement by Stockholder will not violate any applicable law or any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms.

Power; Binding Agreement. Stockholder The stockholder has the legal capacity, power and authority to enter into and perform all of its his obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder the stockholder will not violate any agreement or any court order to which Stockholder the stockholder is a party or is subject including, without limitation, any voting agreement, proxy arrangement, pledge agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder.or

Power; Binding Agreement. Such Stockholder has the legal capacity, power capacity and authority to enter into this Agreement and to perform all of its such Stockholder’s obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles.

Power; Binding Agreement. Such Stockholder has the legal capacity, power capacity and authority to enter into this Agreement and to perform all of its his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Power; Binding Agreement. Stockholder has the legal ------------------------ capacity, power and authority to enter into and perform all of its Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms.

Power; Binding Agreement. Such Stockholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of its Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate (i) any agreement or any court order to which Stockholder is a party or is subject subject, including, without limitation, any voting agreement or voting trusttrust or (ii) any Law of any Governmental Entity. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms.

Power; Binding Agreement. Such Stockholder has the legal capacity, power capacity and authority to enter into this Agreement and to perform all of its such Stockholder’s obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Power; Binding Agreement. Such Stockholder has the legal capacity, power capacity and authority to enter into this Agreement and to perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

Power; Binding Agreement. Such Stockholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by such Stockholder will not violate any material agreement or any court order to which such Stockholder is a party or is subject party, including, without limitation, any voting agreement, stockholders' agreement, partnership agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

Power; Binding Agreement. Stockholder has the legal capacity, power and authority to enter into and perform all of its such Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any applicable law or any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement this agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms.

Power; Binding Agreement. The execution, delivery and performance by such Stockholder has of this Agreement are within the legal capacity, power corporate or other powers of such Stockholder and authority to enter into and perform have been duly authorized by all of its obligations under this Agreementnecessary or other corporate action. The execution, delivery and performance of this Agreement by such Stockholder will not violate any other agreement or any court order to which such Stockholder is a party or is subject including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms.

Power; Binding Agreement. Stockholder has the legal capacity, power and ------------------------ authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trusthave been duly authorized by Stockholder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms.

Power; Binding Agreement. Stockholder has the all requisite legal capacity, power and authority to enter into and perform all of its Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any other agreement or any court order to which Stockholder is a party or by which Stockholder is subject bound including, without limitation, any voting agreement agreement, stockholders agreement, voting trust or voting trustother agreement. This Agreement has been duly and validly authorized, executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder., enforceable

Power; Binding Agreement. Stockholder The stockholder has the legal capacity, power and authority to enter into and perform all of its his obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder the stockholder will not violate any agreement or any court order to which Stockholder the stockholder is a party or is subject including, without limitation, any voting agreement, proxy arrangement, pledge agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholderthe stockholder and constitutes a valid and binding agreement of the stockholder, enforceable against the stockholder in accordance with its terms.