Common use of Corporate Authority; Approval Clause in Contracts

Corporate Authority; Approval. (i) Each of the Parent and Merger Sub 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 to consummate, subject only to any stockholder approval necessary to permit the issuance of the shares of Parent Common Stock required to be issued pursuant to Article IV (the "Parent Requisite Vote"), the Merger. This Agreement is a valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Corporate Authority; Approval. (ia) Each of the Parent and Merger Sub 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 to consummateconsummate the Merger, subject only to any adoption of this Agreement by Parent as sole stockholder approval necessary to permit the issuance of the shares Merger Sub, which shall be obtained promptly after execution of Parent Common Stock required to be issued pursuant to Article IV (the "Parent Requisite Vote"), the Mergerthis Agreement. This Agreement is a valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Enforceability Exception.