Common use of Authority Relative to this Agreement; Recommendation Clause in Contracts

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger, to the affirmative vote or written consent of the holders of a majority of the outstanding Shares of the Company’s Common Stock in favor of the approval and adoption of this Agreement and approval of the Merger in accordance with the DGCL (the “Company Stockholder Approval”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the treatment of the Company Stock Options as provided in Section 2.11) have been duly and validly authorized by the Company Board, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except the approval and adoption of this Agreement by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the approval of holders of a majority of the Shares of the Company's common stock prior to consummation of the Merger in accordance with Section 251 of the DGCL, if so required, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger, to the affirmative vote or written consent of the holders of a majority of the outstanding Shares of the Company’s Common Stock in favor of the approval and adoption of this Agreement and approval of the Merger in accordance with the DGCL (the “Company Stockholder Approval”). The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby (including the treatment of the Company Stock Options as provided in Section 2.11) hereby, have been duly and validly authorized by the Board of Directors of the Company Board(the "COMPANY BOARD"), and and, except for obtaining the approval of its stockholders as contemplated by Section 1.11 hereof, if required by the DGCL, no other corporate proceedings action on the part of the Company are is necessary to authorize the execution and delivery by the Company of this Agreement or to consummate and the consummation by it of the transactions contemplated hereby, except the approval and adoption of this Agreement by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, constitutes a the valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ ' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity.

Authority Relative to this Agreement; Recommendation. (a) The Company Seller has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations under this Agreement Agreement, and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger, to the affirmative vote or written consent of the holders of a majority of the outstanding Shares of the Company’s Common Stock in favor of the approval and adoption of this Agreement and approval of the Merger in accordance with the DGCL (the “Company Stockholder Approval”). The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby (including the treatment of the Company Stock Options as provided in Section 2.11) hereby, have been duly and validly authorized by the Company Board of Directors of the Seller (the "Seller Board" or "Seller's Board"), and no other corporate proceedings on the part of the Company Seller are necessary to authorize this Agreement Agreement, or to consummate the transactions contemplated hereby, except the approval and adoption of this Agreement by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company Seller and, assuming the due authorization, execution and delivery hereof by Parent and Acquisitionthe Buyer, constitutes a the valid, legal and binding agreement of the CompanySeller, enforceable against the Company Seller in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ ' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger, to the affirmative vote or written consent of the holders of a majority of the outstanding Shares of the Company’s 's Common Stock in favor of the approval and adoption of this Agreement and approval of the Merger in accordance with the DGCL (the “Company Stockholder Approval”"COMPANY STOCKHOLDER APPROVAL"). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the treatment of the Company Stock Options as provided in Section 2.11) have been duly and validly authorized by the Company Board, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except the approval and adoption of this Agreement by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ ' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger, to the affirmative vote or written consent of the holders of a majority of the outstanding Shares of the Company’s Common Stock in favor of the approval and adoption of this Agreement and approval of the Merger in accordance with the DGCL (the “Company Stockholder Approval”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the treatment of the Company Stock Options as provided in Section 2.11) have been duly and validly authorized by the Board of Directors of the Company (the "Company Board, ") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except except, with respect to consummation of the approval and Merger, the adoption of this Agreement by the holders of a majority of the outstanding Sharesshares of Company Common Stock (the "Stockholder Approval"). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof thereof by Parent and Acquisition, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to any except (i) as limited by applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers)insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws now or hereafter in effect relating to of general application affecting enforcement of creditors’ ' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to general principles equitable defenses and would be subject to the discretion of equity (regardless of whether enforcement is considered in a the court before which any proceeding in equity or at law)therefor may be brought.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, subject in the case of and the consummation of the Mergertransactions contemplated hereby, have been duly and validly authorized by the Board of Directors of the Company (the "COMPANY BOARD"). The Company Board has directed that this Agreement be submitted to the Company's stockholders for approval at the meeting of the Company's stockholders to be held in connection with the Merger (the "COMPANY STOCKHOLDERS MEETING"), and except for the approval of the Merger and the adoption of this Agreement by the affirmative vote or written consent of the holders of a majority of the outstanding Shares of the Company’s Common Stock in favor of the approval and adoption of this Agreement and approval of the Merger in accordance with the DGCL (the “Company Stockholder Approval”"COMPANY STOCKHOLDER APPROVAL"). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the treatment of the Company Stock Options as provided in Section 2.11) have been duly and validly authorized by the Company Board, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except the approval and adoption of this Agreement by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, constitutes a the valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ ' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the Company Stock Option, to perform its obligations under this Agreement and the Company Stock Option and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger, to the affirmative vote or written consent of the holders of a majority of the outstanding Shares of the Company’s Common Stock in favor of the approval and adoption of this Agreement and approval of the Merger in accordance with the DGCL (the “Company Stockholder Approval”)thereby. The execution and delivery of this Agreement and the Company Stock Option and the consummation of the transactions contemplated hereby (including the treatment of the Company Stock Options as provided in Section 2.11) thereby have been duly and validly authorized by the Company Board, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Company Stock Option or to consummate the transactions contemplated hereby, thereby except the approval and adoption of this Agreement by the holders of a majority at least 67% of the outstanding Shares. This Agreement and the Company Stock Option has been duly and validly executed and delivered by the Company andand constitute, assuming the due authorization, execution and delivery hereof and thereof by Parent and AcquisitionPurchaser, constitutes a valid, legal and binding agreement agreements of the Company, enforceable against the Company in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ ' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)equity.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger, to the affirmative vote or written consent of the holders of a majority of the outstanding Shares of the Company’s 's Common Stock in favor of the approval and adoption of this Agreement and approval of the Merger in accordance with the DGCL (the “Company Stockholder Approval”"COMPANY STOCKHOLDER APPROVAL"). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the treatment of the Company Stock Options as provided in Section 2.11) have been duly and validly authorized by the Company Board, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except the approval and adoption of this Agreement by the holders of a majority of the outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Acquisition, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ ' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).