Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. Each of Parent and Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by the respective Board of Directors of Parent and Purchaser. Except for the Required Parent Vote, no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize the execution, delivery and performance of this Agreement by Parent and Purchaser and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming due authorization, execution and delivery of this Agreement by the Company, is a valid and binding obligation of each of Parent and Purchaser enforceable against it in accordance with its terms, except as such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. Each of Parent and Purchaser has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Purchaser of this Agreement and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by the respective Board board of Directors directors of Parent or Purchaser, as the case may be, and Purchaser. Except for the Required Parent Vote, no other corporate proceedings on the part of either Parent or Purchaser are is necessary to authorize the execution, delivery and or performance of this Agreement by Parent and Purchaser or Purchaser, as the case may be, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Purchaser and, assuming due authorization, execution and delivery of this Agreement by the CompanySeller, is a valid and binding obligation of each of Parent and Purchaser enforceable against it in accordance with its terms, except as that such enforcement may be subject to or limited by (ia) bankruptcy, insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally generally, and (iib) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. Each of Parent and Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by the respective Board of Directors of Parent and Purchaser. Except for the Required Parent Vote, no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize the execution, delivery and performance of this Agreement by Parent and Purchaser and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming due authorization, execution and delivery of this Agreement by the Company, is a valid and binding obligation of each of Parent and Purchaser enforceable against it in accordance with its terms, except as such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. Each of Parent and the Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation by Parent and the Purchaser of the transactions contemplated hereby have been duly authorized by the respective Board Boards of Directors of Parent and Purchaser. Except for the Required Parent Vote, Purchaser and no other corporate proceedings on the part of Parent or the Purchaser are necessary to authorize the execution, delivery and performance of this Agreement by Parent and the Purchaser and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Purchaser and, assuming due authorization, execution and delivery of this Agreement by the Seller and the Company, is a valid and binding obligation of each of Parent and the Purchaser enforceable against it each of them in accordance with its terms, except as that such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ creditors rights generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. Each of Parent and Purchaser (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and and, subject to approval of its stockholders as contemplated by Section 2.5 hereof, to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by Parent and Purchaser the Company of this Agreement and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by the respective Board of Directors of Parent and Purchaser. Except the Company and, except for obtaining the Required Parent Votestockholder approval contemplated by Section 2.5 hereof in the case of this Agreement, no other corporate proceedings on the part of Parent or Purchaser the Company are necessary to authorize the execution, execution and delivery and performance of this Agreement by Parent and Purchaser the Company and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser the Company and, assuming due authorization, execution and delivery of this Agreement by the CompanyParent and Acquisition, this Agreement is a valid and binding obligation of each of Parent and Purchaser the Company enforceable against it the Company in accordance with its terms, except as that such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. Each of Parent and Purchaser The Company has the requisite corporate power and authority to execute and deliver this Agreement and and, subject to approval of its stockholders as contemplated by Section 6.14(b) hereof, to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by Parent and Purchaser the Company of this Agreement and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly approved and authorized by the respective Board of Directors of Parent and Purchaser. Except for the Required Parent VoteCompany and, other than the Company Stockholder Approval, no other corporate proceedings on the part of Parent or Purchaser the Company are necessary to approve and authorize the execution, execution and delivery and performance of this Agreement by Parent and Purchaser the Company and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser the Company and, assuming due authorization, execution and delivery of this Agreement by the CompanyParent and Merger Subsidiary, is a valid and binding obligation of each of Parent and Purchaser the Company, enforceable against it the Company in accordance with its terms, except as such enforcement may be subject to or limited by (ia) bankruptcy, insolvency or other similar Lawslaws, now or hereafter in effect, affecting the rights of creditors’ rights ' generally and (iib) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. Each of Parent and the Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation by Parent and the Purchaser of the transactions contemplated hereby have been duly authorized by the respective Board board of Directors directors of Parent and Purchaser. Except for the Required Parent Vote, Purchaser and no other corporate proceedings on the part of Parent or the Purchaser are necessary to authorize the execution, delivery and performance of this Agreement by Parent and the Purchaser and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Purchaser and, assuming due authorization, execution and delivery of this Agreement by the Company, is a valid and binding obligation of each of Parent and the Purchaser enforceable against it in accordance with its terms, terms except as that such enforcement may be subject to or limited by enforceability (i) may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to the enforcement of creditors’ ' rights generally and (ii) the effect of is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authorization; Validity of Agreement. Each of Parent and Purchaser (a) The Company has the requisite corporate power and corporate authority to execute and deliver this Agreement and and, subject to approval of its stockholders as contemplated by Section 2.5, to consummate the transactions contemplated herebyby this Agreement. The execution, execution and delivery and performance by Parent and Purchaser the Company of this Agreement and the consummation by Parent and Purchaser of the transactions contemplated hereby by this Agreement have been duly authorized by the respective Board of Directors of Parent and Purchaser. Except the Company and, except for obtaining the Required Parent Votestockholder approval contemplated by Section 2.5 in the case of this Agreement, no other corporate proceedings on the part of Parent or Purchaser the Company are necessary to authorize the execution, execution and delivery and performance of this Agreement by Parent and Purchaser the Company and the consummation by the Company of the transactions contemplated herebyby this Agreement. This Agreement has been duly executed and delivered by Parent and Purchaser the Company and, assuming the due authorization, execution and delivery of this Agreement by the CompanyParent and Acquisition, this Agreement is a valid and binding obligation of each of Parent and Purchaser the Company enforceable against it the Company in accordance with its terms, except as that such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar Lawslaws, now or hereafter later in effect, affecting creditors’ ' rights generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).