Common use of Corporate Authority; Approval Clause in Contracts

Corporate Authority; Approval. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate the Offer and, subject only to obtaining the adoption of this Agreement by a majority of the Shares outstanding as of the record date of the Company's stockholders meeting (the "Company Requisite Vote"), the Merger. This Agreement and the Stock Option Agreement are valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws from time to time in effect affecting creditors' rights generally, and (ii) general principles of equity including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, whether such principles are considered in a proceeding of law or in equity.

Corporate Authority; Approval. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate the Offer and, subject only to obtaining the adoption of this Agreement by a majority of the Shares outstanding as of the record date of the Company's stockholders meeting (the "Company Requisite Vote"), the Merger. This Agreement and the Stock Option Agreement are valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium moratorium, or similar laws from time to time in effect affecting creditors' rights generally, and (ii) general principles of equity including, without limitation, standards of materiality, good faith, fair dealing and reasonablenessequity, whether such principles are considered in a proceeding of at law or in equity.

Corporate Authority; Approval. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate the Offer andMerger, subject only to obtaining the adoption approval of this Agreement agreement by the holders of a majority of the outstanding Shares outstanding as of the record date of the Company's stockholders entitled to vote at a stockholders’ meeting duly called and held for such purpose (the "“Requisite Company Requisite Vote"”), the Merger. This Agreement has been duly executed and delivered by the Stock Option Agreement are Company and constitutes a valid and binding agreements agreement of the Company, Company enforceable against the Company in accordance with their respective terms its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or similar laws from time to time in effect affecting creditors' ’ rights generally, and to general equity principles (ii) general principles of equity including, without limitation, standards of materiality, good faith, fair dealing the “Bankruptcy and reasonableness, whether such principles are considered in a proceeding of law or in equityEquity Exception”).

Corporate Authority; Approval. (ia) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate the Offer andMerger, subject only to obtaining the adoption approval of this Agreement agreement by the holders of a majority of the outstanding Shares outstanding as of the record date of the Company's stockholders entitled to vote at a stockholders’ meeting duly called and held for such purpose (the "“Requisite Company Requisite Vote"”), the Merger. This Agreement has been duly executed and delivered by the Stock Option Agreement are Company and constitutes a valid and binding agreements agreement of the Company, Company enforceable against the Company in accordance with their respective terms its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or similar laws from time to time in effect affecting creditors' ’ rights generally, and to general equity principles (ii) general principles of equity including, without limitation, standards of materiality, good faith, fair dealing the “Bankruptcy and reasonableness, whether such principles are considered in a proceeding of law or in equityEquity Exception”).