Common use of Authority; Non-Contravention; Approvals Clause in Contracts

Authority; Non-Contravention; Approvals. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to the Company Shareholders' Approval (as defined in Section 6.01(a)) with respect solely to the Merger, to consummate the transactions contemplated hereby. This Agreement and the Merger have been approved and adopted by the board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Approval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into this Agreement and, subject to the Company ShareholdersStockholders' Approval (as defined in Section 6.01(a7.3(a)) with respect solely to and the MergerCompany Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement and the Merger have has been approved and adopted by the board Board of directors Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company ShareholdersStockholders' Approval with respect solely to the MergerApproval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has --------------------------------------- the requisite corporate power and authority to enter into this Agreement and, subject to the Company ShareholdersStockholders' Approval (as defined in Section 6.01(a)) with respect solely to the Merger, to consummate the transactions contemplated hereby. This Agreement and the Merger have been approved and adopted by the board Board of directors Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company ShareholdersStockholders' Approval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into this Agreement and, subject to the Company ShareholdersStockholders' Approval (as defined in Section 6.01(a)) with respect solely to the Merger, to consummate the transactions contemplated hereby. This Agreement and the Merger have has been approved and adopted by the board Board of directors Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company ShareholdersStockholders' Approval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into this Agreement and, subject to the Company ShareholdersStockholders' Approval (as defined in Section 6.01(a)) with respect solely to the Merger, to consummate the transactions contemplated hereby. This Agreement and the Merger have been approved and adopted by the board Board of directors Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company ShareholdersStockholders' Approval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into this Agreement and, subject to the Company ShareholdersStockholders' Approval (as defined in Section 6.01(a8.3) and the Company Required Statutory Approvals (as defined in Section 6.4(c)) with respect solely to the Merger), to consummate the transactions contemplated hereby. This Agreement and the Merger have has been approved and adopted by the board Board of directors Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company ShareholdersStockholders' Approval with respect solely to the MergerApproval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to the Company Shareholders' Stockholders’ Approval (as defined in Section 6.01(a5.17)) with respect solely , to the Merger, perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement and the Merger consummation of the transactions contemplated hereby have been duly authorized and approved and adopted by the board Board of directors Directors of the Company, and no . No other corporate proceedings on the part of the Company are necessary to authorize the execution execution, delivery and delivery performance of this Agreement or, except for the Company Shareholders' Approval with respect solely to the MergerStockholders’ Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming with respect to this Agreement the due authorization, execution and delivery hereof by Parent CytRx and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or relating to enforcement of creditors' rights generally and (ii) general equitable principlesin equity).

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into this Agreement and, subject to the Company Shareholders' Approval (as defined in Section 6.01(a)) with respect solely to the Merger, to consummate the transactions contemplated hereby. This Agreement and the Merger have been approved and adopted by the board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Approval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into execute and deliver this Agreement and, subject to the Company Shareholders' Approval Required Statutory Approvals (as defined in Section 6.01(aSECTION 5.4(C)) with respect solely to the Merger), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and the Merger have been approved and adopted by the board of directors of the CompanyShareholders, and no other corporate proceedings on the part of the Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Approval with respect solely to the Merger, or the consummation by the Company and the Shareholders of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CompanyCompany and the Shareholders, and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubsidiarySub, constitutes a valid and legally binding agreement of the CompanyCompany and the Shareholders, enforceable against the Company and the Shareholders in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into execute and deliver this Agreement and, subject to the Company ShareholdersStockholders' Approval (as defined in Section 6.01(a7.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c)) with respect solely to the Merger), to consummate the transactions contemplated hereby. This Agreement and the Merger have has been approved and adopted by the board Board of directors Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company ShareholdersStockholders' Approval with respect solely to the MergerApproval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubsidiarySub, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to the Company Shareholders' ’ Approval (as defined in Section 6.01(a4.18)) with respect solely , to the Merger, perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement and the Merger consummation of the transactions contemplated hereby have been duly authorized and approved and adopted by the board Board of directors Directors of the Company, and no . No other corporate proceedings on the part of the Company are necessary to authorize the execution execution, delivery and delivery performance of this Agreement or, except for the Company Shareholders' Approval with respect solely to the Merger’ Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or relating to enforcement of creditors' rights generally and (ii) general equitable principlesin equity).

Authority; Non-Contravention; Approvals. (a) The Company has the requisite all necessary corporate power and authority to enter into this Agreement and, subject to the Company ShareholdersStockholders' Approval (as defined in Section 6.01(a7.2(a)) with respect solely to and the MergerCompany Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement and the Merger have has been approved and adopted by the board Board of directors Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company ShareholdersStockholders' Approval with respect solely to the MergerApproval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company ------------------------------------------ has the requisite corporate power and authority to enter into this Agreement and, subject to the Company Shareholders' Approval (as defined in Section 6.01(a)) with respect solely to the Merger, to consummate the transactions contemplated hereby. This Agreement and the Merger have been approved and adopted by the board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Approval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into this Agreement and, subject to the approval of the stockholders of the Company Shareholders' Approval if required by the DGCL (as defined in Section 6.01(athe "COMPANY STOCKHOLDER APPROVAL")) with respect solely to the Merger, to consummate the transactions contemplated hereby. This Agreement and the Merger have has been approved and adopted by the board Board of directors Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Approval with respect solely to the MergerStockholder Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubsidiarySub, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into this Agreement and, subject to the Company ShareholdersStockholders' Approval (as defined in Section 6.01(a7.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c)) with respect solely to the Merger), to consummate the transactions contemplated hereby. This Agreement and the Merger have has been approved and adopted by the board Board of directors Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company ShareholdersStockholders' Approval with respect solely to the MergerApproval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due 11 authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1 and 6.3 and Article VII is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into this Agreement and, subject to the Company ShareholdersStockholders' Approval (as defined in Section 6.01(a)4.17) with respect solely to the MergerMerger and the Merger Agreement, to consummate the transactions contemplated hereby. This Agreement and the Merger have been approved and adopted by the board Board of directors Directors of the Company, and no . No other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company ShareholdersStockholders' Approval with respect solely to the MergerMerger and the Merger Agreement, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into execute and deliver this Agreement and, subject to the Company Shareholders' Approval Required Statutory Approvals (as defined in Section 6.01(a5.4(c)) with respect solely to the Merger), to consummate the transactions contemplated hereby. This Agreement and the Merger have has been approved and adopted by the board of directors of the CompanyCompany and the Shareholders, and no other corporate proceedings on the part of the Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Approval with respect solely to the Merger, or the consummation by the Company and the Shareholders of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CompanyCompany and the Shareholders, and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubsidiarySub, constitutes a valid and legally binding agreement of the CompanyCompany and the Shareholders, enforceable against the Company and the Shareholders in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (iib) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the all requisite corporate power and authority to enter into this Agreement andand to consummate the transactions contemplated hereby, subject subject, in the case of the consummation of the Merger, to the Company ShareholdersStockholders' Approval (as defined in Section 6.01(a5.20)) with respect solely to the Merger, to consummate the transactions contemplated herebyif required. This Agreement and the Merger consummation by the Company of the transactions contemplated hereby have been approved and adopted by the board Board of directors Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for by the Company Shareholders' Approval with respect solely to the Merger, and the consummation by the Company of the transactions contemplated hereby, except for the Company Stockholders' Approval, if required. This Agreement has been duly executed and delivered by the Company, and, Company and assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, terms except that such as enforcement thereof may be subject to limited by (i) bankruptcy, insolvency, reorganization, moratorium or other and similar laws laws, both state and federal, affecting or relating to the enforcement of creditors' rights generally and or remedies in general as from time to time in effect or (ii) general equitable principlesthe exercise by courts of equity powers.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into execute and deliver this Agreement and, subject to the Company Shareholders' Approval Required Statutory Approvals (as defined in Section 6.01(a5.4(c)) with respect solely to the Merger), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and the Merger have been approved and adopted by the board of directors of the CompanyShareholders, and no other corporate proceedings on the part of the Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Approval with respect solely to the Merger, or the consummation by the Company and the Shareholders of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the CompanyCompany and the Shareholders, and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubsidiarySub, constitutes a valid and legally binding agreement of the CompanyCompany and the Shareholders, enforceable against the Company and the Shareholders in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into this Agreement and, subject to the Company Shareholders' Stockholder's Approval (as defined in Section 6.01(a8.2(a)) with respect solely to and the MergerCompany Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement and the Merger have has been approved and adopted by the board Board of directors Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Approval with respect solely to the MergerStockholder's Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has --------------------------------------- the requisite corporate power and authority to enter into this Agreement and, subject to the Company Shareholders' Approval (as defined in Section 6.01(a)) with respect solely to the Merger, to consummate the transactions contemplated hereby. This Agreement and the Merger have been approved and adopted by the board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Approval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The --------------------------------------- Company has the requisite full corporate power and authority to enter into this Agreement and, subject to the Company ShareholdersStockholders' Approval (as defined in Section 6.01(a)) with respect solely to the Merger, to consummate the transactions contemplated hereby. This Agreement and the Merger have been approved and adopted by the board Board of directors Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company ShareholdersStockholders' Approval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into this Agreement and, subject to the Company Shareholders' Common Shareholder Approval (as defined in Section 6.01(a)) with respect solely to and the MergerCompany Required Statutory Approvals, to consummate the transactions contemplated hereby. This Agreement and the Merger have has been approved and adopted by the board Board of directors Directors of the Company, and no other corporate proceedings on the part of the Company or any Company Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Approval with respect solely to the MergerCommon Shareholder Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubsidiarySubsidiary and the Shareholder Representatives, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement as the enforceability hereof may be subject to (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally and (ii) general or by equitable principlesprinciples relating to enforceability.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to the Company Shareholders' Approval (as defined in Section 6.01(a6.1(a)) with respect solely to the Merger, to consummate the transactions contemplated hereby. This Agreement and the Merger have been approved and adopted by the board Board of directors Directors of the CompanyCompany (the "Company Board"), and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Approval with respect solely to the Merger, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent Speer and Merger SubsidiaryCorporation, constitutes a valid and legally binding agreement xxxxxment of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company Buyer has the requisite full corporate power and authority to enter into this Agreement and, subject to the Company Shareholders' Approval (as defined in Section 6.01(a)) with respect solely to the Merger, and to consummate the transactions contemplated hereby, including without limitation, the consummation of the financing of the Acquisition pursuant to the Financing Assurances defined in Section 3.3 (the "Financing"). This Agreement and the Merger have has been approved and adopted by the board Board of directors Directors of the CompanyBuyer, and no other corporate proceedings on the part of Buyer, including without limitation the Company vote of Buyer's stockholders, are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Approval with respect solely to the Merger, or the consummation by the Company Buyer of the transactions contemplated hereby, except that the Financing may require approval of Buyer's stockholders. This Agreement has been duly executed and delivered by the Company, Buyer and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubsidiarySeller, constitutes a valid and legally binding agreement of the Company, Buyer enforceable against the Company Buyer in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject and to the Company Shareholders' Approval (as defined in Section 6.01(a)) with respect solely to the Merger, to perform and consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement and the consummation by the Company of the Merger and of the other transactions contemplated hereby have been approved and adopted duly authorized by all necessary corporate action on the board of directors part of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement oror to consummate such transactions, except for the approval of this Agreement by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Company Common Stock in accordance with the requirements of the MBCA (the "Company Shareholders' Approval with respect solely to the Merger, the consummation by the Company of the transactions contemplated herebyApproval"). This Agreement has been duly executed and delivered by the Company, Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforcement enforceability may be subject to (i) limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws affecting or of general applicability relating to enforcement of or affecting creditors' rights generally and (ii) or by a court's application of general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into this Agreement and, subject to the Company Shareholders' Stockholders’ Approval (as defined in Section 6.01(a)4.17) with respect solely to the MergerMerger and the Merger Agreement, to consummate the transactions contemplated hereby. This Agreement and the Merger have been approved and adopted by the board Board of directors Directors of the Company, and no . No other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Stockholders’ Approval with respect solely to the MergerMerger and the Merger Agreement, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite all necessary corporate power and authority to enter into this Agreement and, subject to the Company Shareholders' Approval (as defined in Section 6.01(a7.2) and the Company Required Statutory Approvals (as defined in Section 5.5(c)) with respect solely to the Merger), to consummate the transactions contemplated hereby. This Agreement and the Merger have has been approved and adopted by the board Board of directors Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Approval with respect solely to the MergerApproval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has the requisite full corporate power and authority to enter into this Agreement and, subject to the Company Shareholders' Approval (as defined in Section 6.01(a)) with respect solely to the Merger, and to consummate the transactions contemplated hereby. This Agreement The Company's execution and delivery of this Agreement, its execution and delivery at the Merger Closing of the Asset Transfer Agreement, and its consummation of the transactions contemplated hereby and thereby, have been approved and adopted duly authorized by the board its Board of directors of the Company, Directors and no other corporate proceedings on the its part of the Company are necessary to authorize the its execution and delivery of this Agreement or, except for the Company Shareholders' Approval with respect solely to the Merger, the and its consummation by the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, and, assuming and constitutes the due authorization, execution and delivery hereof by Parent and Merger Subsidiary, constitutes a Company's valid and legally binding agreement of the Companyagreement, enforceable against the Company it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principlesprinciples (the "Bankruptcy Exception"). The Asset Transfer Agreement, at the Closing, shall have been duly and validly executed and delivered by the Company, and shall constitute the Company's valid and binding agreement, enforceable against it in accordance with its terms, except that such enforcement may be subject to the Bankruptcy Exception.