Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The Company has the corporate power and authority to execute and deliver this Agreement and, subject to obtaining shareholder approval as required by Section 607.1103 of the FBCA, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized by its Board of Directors and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than (i) any required approval by the Company's shareholders in connection with the consummation of the Merger, (ii) the filing and recordation of appropriate merger documents as required by the FBCA and (iii) the other items set forth in Section 3.01(d)). This Agreement has been duly executed and delivered by the Company and, subject to obtaining shareholder approval and assuming the due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

Authorization and Validity of Agreement. The Company has the corporate requisite power and authority to execute and deliver this Agreement and, subject the Transaction Documents to obtaining shareholder approval as required by Section 607.1103 of the FBCAwhich it is a party, to perform its obligations hereunder thereunder and to consummate the transactions contemplated herebythereby. The execution, delivery and performance of this Agreement by the CompanyTransaction Documents to which the Company is a party, and the consummation by it of the transactions contemplated herebythereby, have been duly authorized and approved by its the Company's Board of Directors Directors, and no other corporate action on the part of the Company Company, other than the approval of the transactions contemplated hereby (including the Merger) by the Shareholders in accordance with applicable law, is necessary to authorize the execution, delivery and performance of this Agreement by the Company Transaction Documents and the consummation of the transactions contemplated hereby (other than (i) any required approval thereby. Such of the Transaction Documents as have been executed and delivered by the Company's shareholders in connection with Company on or prior to the consummation date hereof have been, and on the Closing Date such other of the MergerTransaction Documents to which the Company is a party will have been, (ii) the filing and recordation of appropriate merger documents as required by the FBCA and (iii) the other items set forth in Section 3.01(d)). This Agreement has been duly executed and delivered by the Company and, subject to obtaining shareholder approval and assuming the due are and valid authorization, execution and delivery hereof by Parent and Purchaser, is a will be valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except to the extent that its enforceability as such enforcement may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally generally, and by general equitable principles.

Authorization and Validity of Agreement. The Company has the corporate requisite power and authority to execute and deliver this Agreement and, subject to obtaining shareholder approval as required by Section 607.1103 of the FBCAAgreement, to perform its obligations hereunder and (subject to, if required by the Delaware General Corporation Law, the approval of the stockholders of the Company) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by its Board of Directors Directors, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than (i) any than, if required approval by the Company's shareholders in connection with Delaware General Corporation Law, the consummation approval of this Agreement by the stockholders of the Merger, (ii) Company and the filing and recordation of appropriate merger documents as required by the FBCA and (iii) the other items set forth in Section 3.01(d)Delaware General Corporation Law). This Agreement has been duly executed and delivered by the Company and, subject to obtaining shareholder approval assuming that this Agreement is a valid and assuming the due and valid authorization, execution and delivery hereof by binding obligation of Parent and PurchaserSub enforceable against Parent and Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability such enforcement may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally generally, and by general equitable principles.

Authorization and Validity of Agreement. The Company has the corporate power and authority to execute and deliver this Agreement and, subject to obtaining shareholder approval as required by Section 607.1103 of the FBCA, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company and each Seller of this Agreement by the Company, and any other agreements contemplated hereby and the consummation by it each of them of the transactions contemplated hereby, hereby and thereby have been duly authorized by its Board the board of Directors and no directors or other corporate action on the part applicable governing body of the Company and each Seller. No other corporate, stockholder or similar action is necessary to authorize for the authorization, execution, delivery and performance of this Agreement by the Company and the Sellers of this Agreement and any other agreements contemplated hereby and the consummation by the Sellers of the transactions contemplated hereby (other than (i) any required approval by the Company's shareholders in connection with the consummation of the Merger, (ii) the filing and recordation of appropriate merger documents as required by the FBCA and (iii) the other items set forth in Section 3.01(d))or thereby. This Agreement has been and the other agreements contemplated hereby have been, or will be at or prior to Closing, duly executed and delivered by the Company andand the Sellers, subject to obtaining shareholder approval each constitute, or will when so executed and assuming the due and valid authorizationdelivered constitute, execution and delivery hereof by Parent and Purchaser, is a valid and legally binding obligation of the Company and the Sellers, enforceable against the Company each of them in accordance with its respective terms, except to the extent that its as enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' creditors rights generally and or by general equitable principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. The Company has the all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining shareholder the approval as required by of its stockholders specified in Section 607.1103 of the FBCA4.15, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, hereby have been duly and validly authorized by its the Company Board of Directors and no by all other corporate action on the part of the Company is necessary Company, subject, in the case of consummation of the Reclassification and the Merger, to authorize such approval of the Company's stockholders. The execution, delivery and performance of this Agreement by the Company of the Letter of Intent and the consummation performance by the Company of its obligations thereunder were duly and validly authorized by the Company Board prior to the execution and delivery of the transactions contemplated hereby (other than (i) any required approval Letter of Intent by the Company's shareholders parties thereto, in connection accordance with the consummation Section 203 and other applicable provisions of the Merger, (ii) the filing and recordation of appropriate merger documents as required by the FBCA and (iii) the other items set forth in Section 3.01(d))DGCL. This Agreement has been duly executed and delivered by the Company and, subject to obtaining shareholder approval and assuming the due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, terms (except to the extent that its as enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws affecting the enforcement of creditors' rights generally and generally, or by general principles governing the availability of equitable principlesremedies).

Authorization and Validity of Agreement. The Company ------------ ---------------------------------------- has the all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining shareholder approval as required by Section 607.1103 of the FBCAAgreement, to perform its obligations hereunder and and, subject to obtaining the Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by its Board of Directors and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (hereby, other than (i) any required approval by obtaining the Company's shareholders in connection with the consummation of the Merger, (ii) the filing and recordation of appropriate merger documents as required by the FBCA and (iii) the other items set forth in Section 3.01(d))Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject to obtaining shareholder approval and assuming the due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

Authorization and Validity of Agreement. The Company has the all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining shareholder approval as required by Section 607.1103 of the FBCA, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by the Company, and the consummation by it the Company of the transactions contemplated hereby, hereby have been duly and validly authorized by its Board of Directors all necessary corporate action and no other corporate action or proceeding on the part of the Company is or will be necessary to authorize for the execution, delivery and performance by the Company of this Agreement and the consummation by the Company and the consummation of the transactions contemplated hereby (other than (i) any required approval by the Company's shareholders in connection with the consummation of the Merger, (ii) the filing and recordation of appropriate merger documents as required by the FBCA and (iii) the other items set forth in Section 3.01(d))hereby. This Agreement has been duly and validly executed and delivered by the Company and, subject to obtaining shareholder approval and assuming the due and valid authorization, execution and delivery hereof by Parent and Purchaserthe Buyer, is constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company it in accordance with its terms, except to the extent that its enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and similar or other laws relating to or affecting the enforcement of creditors' ’ rights generally and by general equitable principlesequity principles (whether considered in a proceeding in equity or at law). The Company’s Board of Directors, by resolutions duly adopted, has approved this Agreement and the transactions contemplated by this Agreement, including the Acquisition. No vote or approval of the stockholders of the Company is required to approve the Acquisition and the consummation of the transactions contemplated by this Agreement.

Authorization and Validity of Agreement. (a) The Company has has, and with respect to the Transaction Documents will have at Closing, the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining shareholder approval as required by Section 607.1103 of and the FBCA, Transaction Documents and to perform its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution, execution and delivery and performance of this Agreement by the Company has been duly authorized and approved by all necessary corporate action on the part of the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized by its Board of Directors and no shareholder or other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance of this Agreement Agreement. As of the Closing, the Transaction Documents will be duly authorized and approved by all necessary corporate action on the part of the Company, and no shareholder or other corporate action on the part of the Company will be necessary to authorize the execution and delivery of the Transaction Documents or the consummation of the transactions contemplated hereby (other than (i) any required approval by the Company's shareholders in connection with the consummation of the Merger, (ii) the filing and recordation of appropriate merger documents as required by the FBCA and (iii) the other items set forth in Section 3.01(d))thereby. This Agreement has been been, and the Transaction Documents when executed and delivered at the Closing will be, duly executed and delivered by the Company andCompany, subject to obtaining shareholder approval and assuming the due each is, or will be, when executed and valid authorizationdelivered, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.

Authorization and Validity of Agreement. The Company has --------------------------------------- the corporate requisite power and authority to execute and deliver this Agreement and, subject to obtaining shareholder approval as required by Section 607.1103 of the FBCAAgreement, to perform its obligations hereunder and (subject to, if required by the Delaware General Corporation Law, the approval of the stockholders of the Company) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by its Board of Directors Directors, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than (i) any than, if required approval by the Company's shareholders in connection with Delaware General Corporation Law, the consummation approval of this Agreement by the stockholders of the Merger, (ii) Company and the filing and recordation of appropriate merger documents as required by the FBCA and (iii) the other items set forth in Section 3.01(d)Delaware General Corporation Law). This Agreement has been duly executed and delivered by the Company and, subject to obtaining shareholder approval assuming that this Agreement is a valid and assuming the due and valid authorization, execution and delivery hereof by binding obligation of Parent and PurchaserSub enforceable against Parent and Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability such enforcement may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' rights generally generally, and by general equitable principles.

Authorization and Validity of Agreement. The Company has the corporate power and authority to execute and deliver this Agreement and, subject to obtaining shareholder approval as required by Section 607.1103 of the FBCA, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Purchaser of this Agreement and the other agreements contemplated hereby and the performance by it of the transactions contemplated hereby and thereby have been duly and validly authorized by the CompanyBoard of Directors of Purchaser, and no other corporate action on the part of Purchaser is necessary for the execution, delivery and performance by Purchaser of this Agreement and the other agreements contemplated hereby and the consummation by it of the transactions contemplated hereby, hereby and thereby. This Agreement and the other agreements contemplated hereby which are to be executed by Purchaser have been duly authorized by its Board of Directors and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than (i) any required approval by the Company's shareholders in connection with the consummation of the Merger, (ii) the filing and recordation of appropriate merger documents as required by the FBCA and (iii) the other items set forth in Section 3.01(d)). This Agreement has been duly validly executed and delivered by the Company Purchaser and, subject to obtaining shareholder approval and assuming the due and valid authorization, execution and delivery hereof by Parent Sellers, this Agreement and Purchaser, is a such other agreements constitute legally valid and binding obligation agreements of the Company Purchaser, enforceable against the Company it in accordance with its their terms, except to the extent that its as enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and generally, by general equitable principlesprinciples (regardless of whether such enforceability is considered a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing.