Common use of Power; Binding Agreement Clause in Contracts

Power; Binding Agreement. Such Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and the Proxy, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, and no other actions on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Applicable Laws affecting or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).

Power; Binding Agreement. Such Stockholder The Shareholder has the legal full power, capacity and all requisite power and authority to execute and deliver this Agreement and the Proxy, to perform such Stockholderthe Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Stockholder the Shareholder of this Agreement Agreement, the performance by the Shareholder of his, her or its obligations hereunder and the consummation by such Stockholder the Shareholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholderall necessary action, if any, on the part of the Shareholder and no other actions or proceedings on the part of such Stockholder the Shareholder are necessary to authorize the execution and delivery by such Stockholder it of this Agreement and or the Proxy, the performance by the Shareholder of its obligations hereunder or thereunder or the consummation by such Stockholder Shareholder of the transactions contemplated herebyhereby or thereby. This Agreement has and the Proxy have been duly and validly executed and delivered by such Stockholderthe Shareholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitutes constitute a valid and binding obligation of such Stockholderthe Shareholder, enforceable against such Stockholder the Shareholder in accordance with its terms, their terms except that such enforceability as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Applicable Laws affecting now or hereafter in effect relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)equity.

Power; Binding Agreement. Such The Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and the ProxyAgreement, to perform such the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by such the Stockholder of this Agreement Agreement, the performance by the Stockholder of his or its obligations hereunder and the consummation by such the Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, the Stockholder and no other actions or proceedings on the part of such the Stockholder are necessary to authorize the execution and delivery by such the Stockholder of this Agreement and Agreement, the performance by the Stockholder of its obligations hereunder or the consummation by such the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of ParentParent and Sub, constitutes a valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms, except that such enforceability enforceability: (i) may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and or other similar Applicable Laws laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity (regardless of equity, whether such enforceability is considered in a proceeding at law or in equity or law)equity.

Power; Binding Agreement. Such The Stockholder has the legal full power, capacity and all requisite power and authority to execute and deliver this Agreement and the Proxy, to perform such the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such the Stockholder of this Agreement Agreement, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by such the Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholderall necessary action, if any, on the part of the Stockholder and no other actions or proceedings on the part of such the Stockholder are necessary to authorize the execution and delivery by such Stockholder it of this Agreement and or the Proxy, the performance by the Stockholder of its obligations hereunder or thereunder or the consummation by such the Stockholder of the transactions contemplated herebyhereby or thereby. This Agreement has and the Proxy have been duly and validly executed and delivered by such the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitutes constitute a valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms, their terms except that such enforceability as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Applicable Laws affecting now or hereafter in effect relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)equity.

Power; Binding Agreement. Such The Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and the Proxy, to perform such the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such the Stockholder of this Agreement Agreement, the performance by the Stockholder of its obligations hereunder and the consummation by such the Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, the Stockholder and no other actions or proceedings on the part of such the Stockholder are necessary to authorize the execution and delivery by such it of this Agreement, the performance by the Stockholder of this Agreement and its obligations hereunder or the consummation by such the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitutes a valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms, except that as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Applicable Laws applicable law affecting or relating to creditors’ rights generally and is subject to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)equity.

Power; Binding Agreement. Such Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and the ProxyAgreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. Such Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction). The executionexecution and delivery by such Stockholder of this Agreement, delivery and the performance by such Stockholder of this Agreement his, her or its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder of this Agreement and Agreement, the performance by such Stockholder of its obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent, Merger Sub and the Company, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that such enforceability may be limited by applicable subject to: (i) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and the relief of debtors and (ii) rules of law governing specific performance and other similar Applicable Laws affecting or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)equitable remedies.

Power; Binding Agreement. Such Stockholder has the legal capacity and all requisite capacity, power and authority to execute execute, deliver and deliver enter into this Agreement, comply with all of terms and provisions of this Agreement, perform all of such Stockholder's obligations under this Agreement and the Proxy, to perform such Stockholder’s obligations hereunder and to consummate all of the transactions involving such Stockholder contemplated hereby. The by this Agreement and has taken all necessary corporate or other action necessary to authorize the execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, and no other actions on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Stockholder will not violate any other agreement to which such Stockholder is a party including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly authorized (if such Stockholder is a corporation, partnership or other similar business entity), executed and delivered by such Stockholder, and, assuming this Agreement Stockholder and constitutes a valid and binding obligation of Parent, constitutes a valid and binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Applicable Laws laws affecting or relating to creditors’ ' rights generally and is subject to or by general principles of equity (regardless equity. There is no other person whose consent is required for the execution, delivery and performance of whether this Agreement or the consummation by such enforceability is considered in a proceeding in equity or law)Stockholder of the transactions contemplated hereby whose unconditional and irrevocable consent has not heretofore been obtained.

Power; Binding Agreement. Such Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and the ProxyAgreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. Such Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction). The executionexecution and delivery by such Stockholder of this Agreement, delivery and the performance by such Stockholder of this Agreement his, her or its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder of this Agreement and Agreement, the performance by such Stockholder of its obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parentthe Company, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that such enforceability may be limited by applicable subject to: (i) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and the relief of debtors and (ii) rules of law governing specific performance and other similar Applicable Laws affecting or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)equitable remedies.

Power; Binding Agreement. Such Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and the Proxy, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such StockholderStockholder (or its general partner), and no other actions or proceedings on the part of such Stockholder (or its general partner) are necessary to authorize the execution and delivery by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Applicable applicable Laws affecting or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).

Power; Binding Agreement. Such Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and the ProxyAgreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The executionexecution and delivery by such Stockholder of this Agreement, delivery and the performance by such Stockholder of this Agreement its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder of this Agreement and Agreement, the performance by such Stockholder of its obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent, Holdco and Rooster Merger Sub and the Company constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that such enforceability may be limited by applicable subject to: (i) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and the relief of debtors; and (ii) rules of law governing specific performance and other similar Applicable Laws affecting or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)equitable remedies.

Power; Binding Agreement. Such The Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and the ProxyAgreement, to perform such the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by such the Stockholder of this Agreement Agreement, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by such the Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, the Stockholder and no other actions or proceedings on the part of such the Stockholder are necessary to authorize the execution and delivery by such the Stockholder of this Agreement and Agreement, the performance by the Stockholder of its obligations hereunder or the consummation by such the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of ParentParent and Purchaser, constitutes a valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms, except that such enforceability may be limited by applicable subject to: (i) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and the relief of debtors and (ii) rules of law governing specific performance and other similar Applicable Laws affecting or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)equitable remedies.

Power; Binding Agreement. Such Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and the Proxy, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Stockholder of this Agreement Agreement, the performance by Stockholder of its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder it of this Agreement and or the Proxy, the performance by Stockholder of its obligations hereunder or thereunder or the consummation by such Stockholder of the transactions contemplated herebyhereby or thereby. This Agreement has and the Proxy have been duly and validly executed and delivered by such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of ParentParent and Acquisition Sub, constitutes constitute a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, their terms except that such enforceability as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Applicable Laws affecting now or hereafter in effect relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)equity.

Power; Binding Agreement. Such Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and the Proxy, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, Stockholder (as applicable) and no other actions on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parentthe Company, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Applicable Laws affecting or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).

Power; Binding Agreement. (i) Such Stockholder has the legal capacity and all requisite capacity, power and authority to execute enter into and deliver this Agreement and the Proxy, to perform all of such Stockholder’s 's obligations hereunder and to consummate under this Agreement; (ii) the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Stockholder of this Agreement and the consummation by will not violate any other agreement to which such Stockholder is a party including, without limitation, any voting agreement, stockholder agreement or voting trust, the effect of which would materially adversely affect the transactions contemplated hereby have been duly and validly authorized by such Stockholder, and no other actions on the part ability of such Stockholder are necessary to authorize the execution and delivery by such Stockholder of perform his or her obligations hereunder; (iii) this Agreement and the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder, and, assuming this Agreement Stockholder and constitutes a valid and binding obligation of Parent, constitutes a valid and binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms; (iv) there is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is trustee who is not a party to this Agreement and whose consent is required for the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby; and (v) in the case where such Stockholder is married and such Stockholder's Shares constitute community property, except that this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, such enforceability may be limited by applicable bankruptcyStockholder's spouse, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Applicable Laws affecting or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether enforceable against such enforceability is considered spouse in a proceeding in equity or law)accordance with its terms.

Power; Binding Agreement. Such The Stockholder has the legal capacity and all requisite capacity, power and authority to execute enter into and deliver this Agreement and the Proxy, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder all of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, and no other actions on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder of 's obligations under this Agreement and the consummation by such Stockholder of the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by such Stockholder, the Stockholder and, assuming this Agreement constitutes a due and valid execution and binding obligation delivery of Parentthe Purchaser, constitutes a valid and binding obligation agreement of such the Stockholder, enforceable against such the Stockholder in accordance with its termsterms (except as such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in law or at equity)). Except as may otherwise be set forth in Part A to Schedule I, there is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is trustee whose consent is required for the execution and delivery of this Agreement or the performance by the Stockholder of his obligations hereunder. If the Stockholder is married and the Stockholder's Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms (except that as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other reorganization or similar Applicable Laws laws affecting or relating to creditors’ ' rights generally and is subject to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)).

Power; Binding Agreement. Such Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and the ProxyAgreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The Stockholder has duly executed and delivered this Agreement. In the case of a Stockholder that is not a natural person, the execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, and no other actions on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder, and, assuming Assuming that this Agreement constitutes a valid and binding obligation of Parentthe Company, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Applicable Laws applicable laws affecting or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).

Power; Binding Agreement. Such The Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and the Proxy, to perform such the Stockholder’s 's obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such the Stockholder of this Agreement Agreement, the performance by the Stockholder of its obligations hereunder and the consummation by such the Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, the Stockholder and no other actions or proceedings on the part of such the Stockholder are necessary to authorize the execution and delivery by such it of this Agreement, the performance by the Stockholder of this Agreement and its obligations hereunder or the consummation by such the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitutes a valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms, except that such enforceability may be limited by applicable subject to: (i) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and the relief of debtors; and (ii) rules of law governing specific performance and other similar Applicable Laws affecting or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)equitable remedies.

Power; Binding Agreement. Such Stockholder has the legal capacity and all requisite capacity, power and authority to execute enter into and deliver perform all of Stockholder's obligations under this Agreement and the Proxy, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Stockholder of this Agreement and the consummation Proxy have been duly authorized by such Stockholder and do not and will not violate any other agreement to which Stockholder is a party or by which any of the transactions contemplated hereby have been duly and validly authorized by such Stockholder's Subject Securities are bound, and no other actions on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder of this including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement and the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has Proxy have been duly and validly executed and delivered by such Stockholder, and, assuming this Agreement constitutes a Stockholder and constitute valid and binding obligation of Parent, constitutes a valid and binding obligation agreements of such Stockholder, enforceable against such Stockholder in accordance with its their terms, except that such as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Applicable Laws laws affecting or relating to the enforcement of creditors’ ' rights generally and is subject to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which Stockholder is trustee whose consent is required for the execution and delivery of this Agreement, the Proxy or the consummation by the Stockholder of the transactions contemplated hereby and thereby.

Power; Binding Agreement. Such Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and the ProxyAgreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The executionexecution and delivery by such Stockholder of this Agreement, delivery and the performance by such Stockholder of this Agreement its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder of this Agreement and Agreement, the performance by such Stockholder of its obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent, Holdco and the Company constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that such enforceability may be limited by applicable subject to: (i) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and the relief of debtors; and (ii) rules of law governing specific performance and other similar Applicable Laws affecting or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)equitable remedies.

Power; Binding Agreement. Such The Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and the ProxyAgreement, to perform such the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by such the Stockholder of this Agreement Agreement, the performance by the Stockholder of its obligations hereunder and the consummation by such the Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, the Stockholder and no other actions or proceedings on the part of such the Stockholder are necessary to authorize the execution and delivery by such the Stockholder of this Agreement and Agreement, the performance by the Stockholder of its obligations hereunder or the consummation by such the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such the Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of ParentParent and Purchaser, constitutes a valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms, except that such enforceability may be limited by applicable subject to: (i) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and the relief of debtors; and (ii) rules of law governing specific performance and other similar Applicable Laws affecting or relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)equitable remedies.