Common use of Power; Due Authorization; Binding Agreement Clause in Contracts

Power; Due Authorization; Binding Agreement. The Shareholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the Shareholder, and no other proceedings on the part of the Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Such Securityholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder such Securityholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the Shareholdersuch Securityholder, and no other proceedings on the part of the Shareholder such Securityholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder such Securityholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the Shareholdersuch Securityholder, enforceable against the Shareholder such Securityholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Such Stockholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the Shareholdersuch Stockholder, and no other proceedings on the part of the Shareholder such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder such Stockholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the Shareholdersuch Stockholder, enforceable against the Shareholder such Stockholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Parent has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder Parent of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership corporate or other applicable action on the part of the ShareholderParent, and no other proceedings on the part of the Shareholder Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder Parent and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the Shareholdereach of Parent, enforceable against the Shareholder Parent in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Such Shareholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the such Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the such Shareholder, and no other proceedings on the part of the such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the such Shareholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the such Shareholder, enforceable against the such Shareholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder has the requisite power power, authority and authority legal capacity to enter into, execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the Shareholder, and no other proceedings on the part of the Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable LawsRequirements of Law, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Buyer has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Buyer and the consummation by the Shareholder Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable corporate action on the part of the ShareholderBuyer, and no other proceedings on the part of the Shareholder Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder Buyer and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the ShareholderBuyer, enforceable against the Shareholder Buyer in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable LawsRequirements of Law, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Each of Parent and Holdco has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Holdco and the consummation by the Shareholder Parent and Holdco of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable corporate action on the part of the ShareholderParent and Holdco, and no other proceedings on the part of the Shareholder Parent or Holdco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder Parent and Holdco and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the ShareholderParent and Holdco, enforceable against the Shareholder Parent and Holdco in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Member has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Member and the consummation by the Shareholder Member of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable limited liability company action on the part of the ShareholderMember, and no other proceedings on the part of the Shareholder Member are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder Member and, assuming the due and valid authorization, execution and delivery hereof by the other parties party hereto, constitutes a valid and binding agreement of the ShareholderMember, enforceable against the Shareholder Member in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Unitholder has the requisite entity power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder Unitholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the ShareholderUnitholder, and no other proceedings on the part of the Shareholder Unitholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder Unitholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the ShareholderUnitholder, enforceable against the Shareholder Unitholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Such Unitholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder such Unitholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the Shareholdersuch Unitholder, and no other proceedings on the part of the Shareholder such Unitholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder such Unitholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the Shareholdersuch Unitholder, enforceable against the Shareholder such Unitholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Stockholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the ShareholderStockholder, and no other proceedings on the part of the Shareholder Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder Stockholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the ShareholderStockholder, enforceable against the Shareholder Stockholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Each of Parent and Merger Sub has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership corporate or other applicable action on the part of the ShareholderParent or Merger Sub, and no other proceedings on the part of the Shareholder Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the Shareholdereach of Parent and Merger Sub, enforceable against the Shareholder each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. The Stockholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the ShareholderStockholder, and no other proceedings on the part of the Shareholder Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder Stockholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the ShareholderStockholder, enforceable against the Shareholder Stockholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Such Stockholder has the requisite power power, authority and authority legal capacity (as applicable) to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the Shareholdersuch Stockholder, and no other proceedings on the part of the Shareholder such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder such Stockholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties heretoParties, constitutes a valid and binding agreement of the Shareholdersuch Stockholder, enforceable against the Shareholder such Stockholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtgenerally.

Power; Due Authorization; Binding Agreement. The Shareholder Stockholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement Agreement, and the consummation by the Shareholder Stockholder of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the ShareholderStockholder, and no other proceedings on the part of the Shareholder Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyperform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Shareholder Stockholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the ShareholderStockholder, enforceable against the Shareholder Stockholder in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable LawsLaws of general applicability, now or hereafter in effect, relating to or affecting creditors’ rights generally and (iib) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Company has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership corporate or other applicable action on the part of the ShareholderCompany, and no other proceedings on the part of the Shareholder Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder Company and, assuming the due and valid authorization, execution and delivery hereof by the other parties heretoSecurityholder, constitutes a valid and binding agreement of the ShareholderCompany, enforceable against the Shareholder Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (iib) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Each Stockholder has the requisite power power, authority and authority legal capacity to enter into, execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder each Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the Shareholdereach Stockholder, and no other proceedings on the part of the Shareholder each Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder each Stockholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the Shareholdereach Stockholder, enforceable against the Shareholder each Stockholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Lawsrequirements of Law, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the Shareholder, and no other proceedings on the part of the Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ ' rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Parent has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyReorganization. The execution and delivery of this Agreement by Parent, the performance of its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby Reorganization have been duly and validly authorized by all necessary corporate, partnership or other applicable corporate action on the part of the ShareholderParent, and no other proceedings on the part of the Shareholder Parent are necessary to authorize this Agreement Agreement, to perform its obligations hereunder or to consummate the transactions contemplated herebyReorganization. This Agreement has been duly and validly executed and delivered by the Shareholder Parent and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the ShareholderParent, enforceable against the Shareholder Parent in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Such Securityholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder such Securityholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the Shareholdersuch Securityholder, and no other proceedings on the part of the Shareholder such Securityholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder such Securityholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the Shareholdersuch Securityholder, enforceable against the Shareholder such Securityholder in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (iib) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Company has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership corporate or other applicable action on the part of the ShareholderCompany, and no other proceedings on the part of the Shareholder Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder Company and, assuming the due and valid authorization, execution and delivery hereof by the other parties heretoNoteholder, constitutes a valid and binding agreement of the ShareholderCompany, enforceable against the Shareholder Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (iib) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Stockholder has the requisite legal capacity, power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement Agreement, and the consummation performance by the Shareholder Stockholder of the transactions contemplated hereby its obligations hereunder, have been duly and validly authorized by all necessary corporateby, partnership or other applicable action on behalf of, the part of the ShareholderStockholder, and no other proceedings on the part of the Shareholder Stockholder are necessary to authorize this Agreement Agreement, or to consummate perform the transactions contemplated herebyStockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by the Shareholder Stockholder and, assuming the due and valid authorization, execution and delivery hereof of this Agreement by the other parties heretoCompany and Parent, constitutes a valid and binding agreement of the ShareholderStockholder, enforceable against the Shareholder Stockholder in accordance with its terms, except that (i) such enforcement enforceability may be subject to the effect of (a) any applicable bankruptcy, reorganization, receivership, conservatorship, insolvency, reorganizationfraudulent transfer, moratorium or other similar Applicable Laws, now laws affecting or hereafter in effect, relating to the enforcement of creditors’ rights generally and to general principles of equity and, (iib) equitable remedies any laws relating to the availability of specific performance and performance, injunctive and relief, or other forms equitable remedies, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether considered in a proceeding therefor may be broughtin law or equity.

Power; Due Authorization; Binding Agreement. The Shareholder MOR has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyReorganization. The execution and delivery of this Agreement by MOR the performance of its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby Reorganization have been duly and validly authorized by all necessary corporate, partnership or other applicable limited liability company action on the part of the ShareholderMOR, and no other proceedings on the part of the Shareholder MOR are necessary to authorize this Agreement Agreement, to perform its obligations hereunder or to consummate the transactions contemplated herebyReorganization. This Agreement has been duly and validly executed and delivered by the Shareholder MOR and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the ShareholderMOR, enforceable against the Shareholder MOR in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Such Equityholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyReorganization. The execution and delivery of this Agreement by such Equityholder, the performance of its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby Reorganization have been duly and validly authorized by all necessary corporate, partnership partnership, limited liability company or other applicable action on the part of the Shareholdersuch Equityholder, and no other proceedings on the part of the Shareholder such Equityholder are necessary to authorize this Agreement Agreement, to perform its obligations hereunder or to consummate the transactions contemplated herebyReorganization. This Agreement has been duly and validly executed and delivered by the Shareholder such Equityholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the Shareholdersuch Equityholder, enforceable against the Shareholder such Equityholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Such Noteholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder such Noteholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the Shareholdersuch Noteholder, and no other proceedings on the part of the Shareholder such Noteholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder such Noteholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the Shareholdersuch Noteholder, enforceable against the Shareholder such Noteholder in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (iib) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Stockholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Stockholder and the consummation performance by the Shareholder Stockholder of the transactions contemplated hereby its obligations hereunder have been duly and validly authorized by all necessary corporate, partnership or other applicable limited liability company action on the part of the ShareholderStockholder, and no other proceedings on the part of the Shareholder Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyperform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Shareholder Stockholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties heretoMember, constitutes a valid and binding agreement of the ShareholderStockholder, enforceable against the Shareholder Stockholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Such Stockholder has the requisite full legal capacity, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby and such Stockholder is entitled to vote all of its shares of Company Common Stock and Company Series B Preferred Stock in favor of approval of the Merger Agreement and the transactions contemplated thereby, including the Merger and against any Acquisition Proposal. The execution and delivery of this Agreement and the consummation by the Shareholder such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable corporate action on the part of the Shareholdersuch Stockholder, and no other proceedings on the part of the Shareholder such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder such Stockholder and, assuming the due this Agreement constitutes a legal, valid and valid authorization, execution binding agreement of Buyer and delivery hereof by the other parties heretoMerger Sub, constitutes a valid and binding agreement of the Shareholdersuch Stockholder, enforceable against the Shareholder Stockholder in accordance with its terms, except that (i) such enforcement as the same may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other and similar Applicable Laws, Laws now or hereafter in effect, effect relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity.

Power; Due Authorization; Binding Agreement. The Such Shareholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the such Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership or other applicable action on the part of the such Shareholder, and no other proceedings on the part of the such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the such Shareholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the such Shareholder, enforceable against the such Shareholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ ' rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power; Due Authorization; Binding Agreement. The Shareholder Stockholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Shareholder Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, partnership corporate or other applicable action on the part of the ShareholderStockholder, and no other proceedings on the part of the Shareholder Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder Stockholder and, assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding agreement of the ShareholderStockholder, enforceable against the Shareholder Stockholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.