Common use of Authority; No Conflicts Clause in Contracts

Authority; No Conflicts. The Stockholder has all requisite power ----------------------- and authority to enter into and to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Stockholder. This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due authorization, execution and delivery by MergerCo, constitutes a legal, valid and binding obligation of the Stockholder, enforceable in accordance with its terms. Except for informational filings with the SEC, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, (i) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, any certificate or articles of incorporation, bylaws, certificate or articles of limited partnership, limited partnership agreement, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to the Stockholder's property or assets, including the Subject Shares, (ii) to such Stockholder's knowledge, require any other filing with, or permit, authorization, consent or approval of, or notice to, any federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or regulatory authority or agency, domestic, foreign or supranational, or (iii) to such Stockholder's knowledge, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Stockholder or any of the Stockholder's properties or assets, including the Subject Shares.

Authority; No Conflicts. The Stockholder Stockholder, through its duly designated representative, the executrix, has all requisite the necessary legal capacity, power ----------------------- and authority to enter into and to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The executionIndividual is the duly appointed executrix of the Stockholder and has the necessary legal capacity, delivery power and performance of authority to execute and deliver this Agreement by (on behalf of herself individually and on behalf of the Stockholder as executrix of the Stockholder), to perform her individual obligations and as such executrix to perform the performance of its Stockholder's obligations hereunder and the consummation of to consummate the transactions contemplated hereby, have been duly authorized by all necessary action hereby on her individual behalf and on behalf of the part of Stockholder as the Stockholder's executrix. This Agreement has been duly authorized, executed and delivered by and on behalf of the Stockholder and by the Individual, and, assuming due authorization, execution and delivery by MergerCoNewco, constitutes a legal, valid and binding obligation of the StockholderStockholder and the Individual, enforceable in accordance with its terms. Except for informational the filings with required under the SECXxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR Act"), (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other person is necessary for the execution and delivery of this Agreement do notby and on behalf of the Stockholder and by the Individual and the consummation by the Stockholder and the Individual of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by and on behalf of the Stockholder and by the Individual, and the consummation of the transactions contemplated hereby and compliance with the terms hereof by the Stockholder and the Individual will not, (i) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, any certificate or articles of incorporation, bylaws, certificate or articles of limited partnership, limited partnership agreement, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or the Individual or to the Stockholder's or the Individual's property or assets, including the Subject Shares, (ii) to such Stockholder's knowledge, require any other filing with, or permit, authorization, consent or approval of, or notice to, any federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or regulatory authority or agency, domestic, foreign or supranational, or (iii) to such Stockholder's knowledge, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Stockholder or any of the Stockholder's properties or assets, including the Subject Shares.

Authority; No Conflicts. The Stockholder Company has all requisite corporate power ----------------------- and authority to enter into and to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Stockholder, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of Stockholderthe Company, subject only to the approval of the Merger by the Company's stockholders holding a majority of the outstanding shares of Company Common Stock as contemplated by Section 7.1(a). This Agreement has been duly authorized, executed and delivered by the Stockholder Company and, assuming the due authorization, execution and delivery of this Agreement by MergerCoParent and Merger Sub, constitutes a legal, the valid and binding obligation of the Stockholder, Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally and general principles of equity. Except for informational filings with the SEC, the The execution and delivery of this Agreement by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, (i) conflict with, or result in any violation of, or default under (with or without notice or lapse of time time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require the consent or approval of any person in respect of: (i) under any provision ofof the Certificate of Incorporation or Bylaws of the Company or any of its Subsidiaries, as amended, or (ii) any certificate or articles of incorporation, bylaws, certificate or articles of limited partnership, limited partnership agreement, trust agreement, loan or credit agreement, note, bond, material mortgage, indenture, lease lease, contract or other agreement, agreement or instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder Company or to the Stockholder's property any of its Subsidiaries or any of their properties or assets. No consent, including the Subject Sharesapproval, (ii) to such Stockholder's knowledgeorder or authorization of, require any other or registration, declaration or filing with, or permit, authorization, consent or approval of, or notice to, any federal, state or local government or any court, arbitrator, tribunal, administrative agency or commission or other governmental or regulatory authority or agencyinstrumentality, domesticstock exchange or market system, in each case whether domestic or foreign (each a "Governmental Entity"), is required by or supranationalwith respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 2.2; (ii) the filing with the Securities and Exchange Commission (the "SEC") and the National Association of Securities Dealers, Inc. (the "NASD") of the Proxy Statement (as defined in Section 3.20) relating to the Company Stockholders Meeting (as defined in Section 3.20); (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the securities laws of any foreign country; (iv) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (v) the filing of a Form S-4 Registration Statement with the SEC in accordance with the Securities Act of 1933, as amended; (vi) the filing of a Current Report on Form 8-K with the SEC; (vii) filings pursuant to Rule 165 and Rule 425 of the Securities Act; and (viii) such Stockholder's knowledgeother consents, violate any orderauthorizations, writfilings, injunctionapprovals and registrations which, decreeif not obtained or made, statutewould not have a Company Material Adverse Effect and would not prevent, rule or regulation applicable to the Stockholder materially alter or delay any of the Stockholder's properties or assets, including the Subject Sharestransactions contemplated by this Agreement.

Authority; No Conflicts. The Stockholder has all requisite power ----------------------- and authority to enter into and to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder, the performance of its obligations hereunder and the consummation of the transactions contemplated contem plated hereby, have been duly authorized by all necessary action on the part of Stockholder. This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due authorization, execution and delivery by MergerCo, constitutes a legal, valid and binding obligation of the Stockholder, enforceable in accordance with its terms. Except for informational filings with the SEC, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated contem plated hereby and compliance with the terms hereof will not, (i) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, any certificate or articles of incorporation, bylaws, certificate or articles of limited partnership, limited partnership agreement, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to the Stockholder's property or assets, including the Subject Shares, (ii) to such Stockholder's knowledge, require any other filing with, or permit, authorization, consent or approval of, or notice to, any federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or regulatory authority or agency, domestic, foreign or supranational, or (iii) to such Stockholder's knowledge, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Stockholder or any of the Stockholder's properties or assets, including the Subject Shares.

Authority; No Conflicts. The Stockholder has all requisite power ----------------------- and authority to enter into and to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated contem- plated hereby. The execution, delivery and performance of this Agreement by the Stockholder, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Stockholder. This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due authorizationauthori- zation, execution and delivery by MergerCo, constitutes a legal, valid and binding obligation of the Stockholder, enforceable in accordance with its terms. Except for informational filings with the SEC, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, (i) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, any certificate or articles of incorporation, bylaws, certificate or articles of limited partnership, limited partnership agreement, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to the Stockholder's property or assets, including the Subject Shares, (ii) to such Stockholder's knowledge, require any other filing with, or permit, authorization, consent or approval of, or notice to, any federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or regulatory authority or agency, domestic, foreign or supranational, or (iii) to such Stockholder's knowledge, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Stockholder or any of the Stockholder's properties or assets, including the Subject Shares.

Authority; No Conflicts. The Stockholder has all requisite power ----------------------- and authority to enter into and to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Stockholder. This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due authorization, execution and delivery by MergerCo, constitutes a legal, valid and binding obligation of the Stockholder, enforceable in accordance with its terms. Except for informational filings with the SEC, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, (i) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, any certificate or articles of incorporation, bylaws, certificate or articles of limited partnership, limited partnership agreement, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to the Stockholder's property or assets, including the Subject Shares, (ii) to such Stockholder's knowledge, require any other filing with, or permit, authorization, consent or approval of, or notice to, any federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or regulatory authority or agency, domestic, foreign or supranational, or (iii) to such Stockholder's knowledge, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Stockholder or any of the Stockholder's properties or assets, including the Subject Shares.. (b)

Authority; No Conflicts. The Stockholder Company has all requisite corporate power ----------------------- and authority to enter into and to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Stockholder, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of Stockholderthe Company, subject only to the approval of the Merger by the Company's stockholders holding a majority of the outstanding shares of Company Common Stock as contemplated by Section 7.1(a). This Agreement has been duly authorized, executed and delivered by the Stockholder Company and, assuming the due authorization, execution and delivery of this Agreement by MergerCoParent and Merger Sub, constitutes a legal, the valid and binding obligation of the Stockholder, Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally and general principles of equity. Except for informational filings with the SEC, the The execution and delivery of this Agreement by the Company do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, (i) conflict with, or result in any violation of, or default under (with or without notice or lapse of time time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require the consent or approval of any person in respect of: (i) under any provision ofof the Certificate of Incorporation or Bylaws of the Company or any of its Subsidiaries, as amended, or (ii) any certificate or articles of incorporation, bylaws, certificate or articles of limited partnership, limited partnership agreement, trust agreement, loan or credit agreement, note, bond, material mortgage, indenture, lease lease, contract or other agreement, agreement or instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder Company or to the Stockholder's property any of its Subsidiaries or any of their properties or assets. No consent, including the Subject Sharesapproval, (ii) to such Stockholder's knowledgeorder or authorization of, require any other or registration, declaration or filing with, or permit, authorization, consent or approval of, or notice to, any federal, state or local government or any court, arbitrator, tribunal, administrative agency or commission or other governmental or regulatory authority or agencyinstrumentality, domesticstock exchange or market system, in each case whether domestic or foreign (each a "Governmental Entity"), is required by or supranationalwith respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 2.2; (ii) the filing with the Securities and Exchange Commission (the "SEC") and the National Association of Securities Dealers, Inc. (the "NASD") of the Proxy Statement (as defined in Section 3.20) relating to the Company Stockholders Meeting (as defined in Section 3.20); (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the securities laws of any foreign country; (iv) such filings as may be required under the Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act of 1976, as amended (the "HSR Act"); (v) the filing of a Form S-4 Registration Statement with the SEC in accordance with the Securities Act of 1933, as amended; (vi) the filing of a Current Report on Form 8-K with the SEC; (vii) filings pursuant to Rule 165 and Rule 425 of the Securities Act; and (viii) such Stockholder's knowledgeother consents, violate any orderauthorizations, writfilings, injunctionapprovals and registrations which, decreeif not obtained or made, statutewould not have a Company Material Adverse Effect and would not prevent, rule or regulation applicable to the Stockholder materially alter or delay any of the Stockholder's properties or assets, including the Subject Sharestransactions contemplated by this Agreement.