Common use of Authority; Non-Contravention Clause in Contracts

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to obtaining the Parent Shareholder Approvals and the filing of the Delaware Certificate of Merger pursuant to Delaware Law and the Georgia Articles of Merger pursuant to Georgia Law. The affirmative vote of the holders of a majority of the shares of the Parent Common Stock present, either in person or by proxy, and entitled to vote at the Parent Shareholders' Meeting, but in any case not less than 25.01% of the outstanding Parent Common Stock, is sufficient for Parent's shareholders (i) to approve the issuance of shares of Parent Common Stock pursuant to the Merger, and (ii) to amend Parent's Articles of Incorporation to increase the authorized number of shares of Parent Common Stock to 200 million shares (or such larger number as Parent deems appropriate in light of anticipated future issuances), and no other approval of any holder of any securities of Company is required in connection with the consummation of 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 Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and the Related Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Related Agreements and the consummation of the Merger transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to obtaining the Parent Shareholder Stockholder Approvals and the filing of the Delaware Certificate of Merger pursuant to Delaware Law and the Georgia Articles of Merger pursuant to Georgia Law. The affirmative vote of the holders of a majority in interest of the shares of the Parent Common Stock present, either in person stock present or represented by proxy, and entitled to vote proxy at the Parent ShareholdersStockholders' Meeting, but in any case not less than 25.01% of the outstanding Parent Common Stock, Meeting is sufficient for Parent's shareholders (i) stockholders to approve the issuance of shares of Parent Common Stock in the Merger and pursuant to the MergerRelated Agreements, and (ii) to amend Parent's Articles the affirmative vote of Incorporation to increase the authorized number holders of a majority of the outstanding shares of Parent Common Stock entitled to 200 million shares (or such larger number as Parent deems appropriate in light vote is sufficient for Parent's stockholders to approve the amendment to Parent's Certificate of anticipated future issuances)Incorporation, and no other approval of any holder of any securities of Company Parent is required in connection with the consummation of the Mergertransactions contemplated hereby. This Agreement has and the Related Agreements have been duly executed and delivered by each of Parent and Merger Sub Sub, as applicable, and, assuming the due authorization, execution and delivery by CompanyCompany or the other parties thereto, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to obtaining the Parent Shareholder Stockholder Approvals and the filing of the Delaware Certificate of Merger pursuant to Delaware Law and the Georgia Articles of Merger pursuant to Georgia Law. The affirmative vote of (i) the holders of a majority in interest of the shares of the Parent Common Stock present, either in person stock present or represented by proxy, and entitled to vote proxy at the Parent ShareholdersStockholders' Meeting, but in any case not less than 25.01% of the outstanding Parent Common Stock, Meeting is sufficient for Parent's shareholders (i) stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, and (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Articles Certificate of Incorporation to increase increased the authorized number of shares of Parent Common Stock in order to 200 million permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (or such larger iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number as Parent deems appropriate in light of anticipated future issuances)directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the Mergertransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger SubParent, subject only to obtaining the approval of the Parent Shareholder Approvals Proposals 41 (as defined in Section 5.3) by Parent's stockholders and the filing of the Delaware Certificate of Merger pursuant to Delaware Law and the Georgia Articles of Merger pursuant to Georgia Law. The affirmative A vote of the holders of a majority of the outstanding shares of the Parent Common Stock present, either in person or by proxy, and entitled to vote at the Parent Shareholders' Meeting, but in any case not less than 25.01% of the outstanding Parent Common Stock, is sufficient for Parent's shareholders (i) stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, and (ii) to amend Parent's Articles of Incorporation to increase the authorized number of shares of Parent Common Stock to 200 million shares (or such larger number as Parent deems appropriate in light of anticipated future issuances), and no other approval of any holder of any securities of Company is required in connection with the consummation Proposals. Stockholders of the MergerCompany that have executed Parent Voting Agreements represent sufficient voting power to approve the Parent Proposals under the Parent Charter Documents and Delaware Law. This Agreement has been duly executed and delivered by each of Parent and and/or Merger Sub and, assuming the due authorizationSub, execution and delivery by the Company, constitute the a valid and binding obligations obligation of Parent and and/or Merger Sub, respectively, enforceable against Parent and and/or Merger Sub in accordance with their respective terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub will not, (i) subject to filing an amendment to Parent's Certificate of Incorporation to increase the number of authorized shares of Parent Common Stock and Preferred Stock of Parent and to change Parent's corporate name, conflict with or violate the Parent Charter Documents; (ii) subject to obtaining the approval of the issuance of the shares of Parent Common Stock pursuant to the Merger by Parent's stockholders as contemplated in Section 5.3 and compliance with the requirements set forth in Section 3.4(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties are bound or affected; or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair Parent's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material lien or Encumbrance on any of the material properties or assets of Parent or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective assets are bound or affected.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to obtaining the approval and adoption of this Agreement and the approval of the Merger and of the issuance of Parent Shareholder Approvals Common Stock and Parent Warrants in the Merger pursuant to the terms of this Agreement by Parent’s stockholders (the “Parent Stockholder Approval”) and the filing of the Delaware Certificate of Merger Documents pursuant to Delaware Law and the Georgia Articles of Merger pursuant to Georgia LawDGCL. The affirmative vote of the holders of a majority of the shares of the Parent Common Stock present, either in person or by proxy, and entitled to vote at the Parent Shareholders' Meeting, but in any case not less than 25.01% of the outstanding Parent Common Stock, is sufficient for Parent's shareholders (i) to approve the issuance of shares of Parent Common Stock pursuant is sufficient for Parent’s stockholders to approve and adopt this Agreement and approve the Merger, and (ii) to amend Parent's Articles of Incorporation to increase the authorized number of shares of Parent Common Stock to 200 million shares (or such larger number as Parent deems appropriate in light of anticipated future issuances), and no other approval of any holder of any securities of Company Parent is required in connection with the consummation of the Mergertransactions contemplated hereby. 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, constitute constitutes the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to obtaining the 1-21 Parent Shareholder Stockholder Approvals and the filing of the Delaware Certificate of Merger pursuant to Delaware Law and the Georgia Articles of Merger pursuant to Georgia Law. The affirmative vote of (i) the holders of a majority in interest of the shares of the Parent Common Stock present, either in person stock present or represented by proxy, and entitled to vote proxy at the Parent ShareholdersStockholders' Meeting, but in any case not less than 25.01% of the outstanding Parent Common Stock, Meeting is sufficient for Parent's shareholders (i) stockholders to approve the issuance of shares of Parent Common Stock pursuant to the Merger, and (ii) the holders of a majority of the outstanding shares of Parent Common Stock is sufficient for Parent's stockholders to amend Parent's Articles Certificate of Incorporation to increase increased the authorized number of shares of Parent Common Stock in order to 200 million permit the issuance of shares of Parent Common Stock pursuant to the Merger, and (or such larger iii) the holders of at least a majority of the voting power of all of then outstanding shares of Parent Common Stock is sufficient to amend Parent's Bylaws to increase the authorized number as Parent deems appropriate in light of anticipated future issuances)directors of Parent, and no other approval of any holder of any securities of Company is required in connection with the consummation of the Mergertransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.

Authority; Non-Contravention. (a) Each of 4.2.1 Parent and Merger Sub has have all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the Merger transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to obtaining the adoption and approval of this Agreement and the Merger by Parent Shareholder Approvals as the sole stockholder of Merger Sub and the filing of the Delaware Certificate of Merger pursuant to Delaware Law and the Georgia Articles of Merger pursuant to Georgia Law. The affirmative vote of the holders of a majority of the shares of the Parent Common Stock present, either in person or by proxy, and entitled to vote at the Parent Shareholders' Meeting, but in any case not less than 25.01% of the outstanding Parent Common Stock, is sufficient for Parent's shareholders (i) to approve the issuance of shares of Parent Common Stock pursuant to the Merger, and (ii) to amend Parent's Articles of Incorporation to increase the authorized number of shares of Parent Common Stock to 200 million shares (or such larger number as Parent deems appropriate in light of anticipated future issuances), and no other No approval of any holder of any securities of Company Parent is required in connection with the consummation of the Mergertransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by Companythe other Parties, constitutes the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with their its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity.