Common use of Authority Non Contravention Necessary Consents Clause in Contracts

Authority Non Contravention Necessary Consents. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby have been duly authorized by all necessary corporate action (including the unanimous approval, as of the date hereof, of this Agreement and the transactions contemplated hereunder by those members of the board of directors of Parent attending and participating in such vote) on the part of Parent and Merger Sub, subject only to the filing of the Certificate of Merger pursuant to the DGCL. No vote of the holders of any class or series of Parent capital stock is required under the DGCL, the Nasdaq rules of any other applicable Legal Requirement of any Governmental Entity in connection with the Merger, this Agreement or the transactions contemplated thereby, including the issuance of Parent Common Stock to the holders of Company Common Stock and assumption of options to purchase Company Common Stock pursuant to this Agreement. Parent, as the sole stockholder of Merger Sub, has approved and adopted this Agreement and approved the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) general principles of equity.

Authority Non Contravention Necessary Consents. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the Merger and the transactions contemplated hereby have been duly authorized by all necessary corporate action (including on the unanimous approval, as part of the date hereofCompany and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the transactions contemplated hereby, subject only to the approval and adoption of this Agreement and the transactions contemplated hereunder by those members approval of the board Merger by the requisite vote of directors of Parent attending the Company’s stockholders and participating in such vote) on the part of Parent and Merger Sub, subject only to the filing of the Certificate of Merger pursuant to the DGCL. No The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock to approve and adopt this Agreement and approve the Merger is the only vote of the holders of any class or series of Parent Company capital stock is required under the DGCL, the Nasdaq rules of any other applicable Legal Requirement of any Governmental Entity in connection with the Merger, this Agreement or the transactions contemplated thereby, including the issuance of Parent Common Stock necessary to the holders of Company Common Stock approve and assumption of options to purchase Company Common Stock pursuant to this Agreement. Parent, as the sole stockholder of Merger Sub, has approved and adopted adopt this Agreement and approved approve the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, authorization execution and delivery hereof by the Company, constitutes the valid and binding obligation of Parent and Merger Sub, constitutes a valid and binding agreement of the Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except (i) as limited by such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other laws of general application similar laws, now or hereafter in effect, affecting enforcement of creditors' ’ rights generally generally, and (ii) general principles the remedy of equityspecific 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.

Authority Non Contravention Necessary Consents. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the Merger and the transactions contemplated hereby have been duly authorized by all necessary corporate action (including on the unanimous approval, as part of the date hereofCompany and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the transactions contemplated hereby, subject only to the approval and adoption of this Agreement and the transactions contemplated hereunder by those members approval of the board Merger by the requisite vote of directors of Parent attending the Company's stockholders and participating in such vote) on the part of Parent and Merger Sub, subject only to the filing of the Certificate of Merger pursuant to the DGCL. No The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock to approve and adopt this Agreement and approve the Merger is the only vote of the holders of any class or series of Parent Company capital stock is required under the DGCL, the Nasdaq rules of any other applicable Legal Requirement of any Governmental Entity in connection with the Merger, this Agreement or the transactions contemplated thereby, including the issuance of Parent Common Stock necessary to the holders of Company Common Stock approve and assumption of options to purchase Company Common Stock pursuant to this Agreement. Parent, as the sole stockholder of Merger Sub, has approved and adopted adopt this Agreement and approved approve the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, authorization execution and delivery hereof by the Company, constitutes the valid and binding obligation of Parent and Merger Sub, constitutes a valid and binding agreement of the Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, except (i) as limited by such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other laws of general application similar laws, now or hereafter in effect, affecting enforcement of creditors' rights generally generally, and (ii) general principles the remedy of equityspecific 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.