Common use of Corporate Authorization; Validity of Agreement; Necessary Action Clause in Contracts

Corporate Authorization; Validity of Agreement; Necessary Action. Parent and Merger Sub have the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Parent and Merger Sub, and, assuming the due authorization, execution and delivery thereof by Company Stockholder, this Agreement constitutes a valid and legally binding agreement of Parent and Merger Sub enforceable against each of them in accordance with its terms, subject only to the effect, if any, of (a) as may be limited by applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) Applicable Law governing specific performance, injunctive relief and other equitable remedies.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub have the corporate has all requisite power and authority to execute execute, deliver and deliver perform this Agreement and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Parent and Merger Sub, and, assuming the due authorization, execution and delivery thereof by the Company Stockholder, this Agreement constitutes a valid and legally binding agreement of each of Parent and Merger Sub Sub, enforceable against each of them in accordance with its terms, subject only to the effect, if any, of (a) as may be limited by applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) Applicable Law governing specific performance, injunctive relief and other equitable remedies.

Corporate Authorization; Validity of Agreement; Necessary Action. Parent and Merger Sub have the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Parent and Merger Sub, and, assuming the due authorization, execution and delivery thereof by the Company Stockholderand each of the Security Holders, this Agreement constitutes a valid and legally binding agreement of Parent and Merger Sub enforceable against each of them in accordance with its terms, subject only to the effect, if any, of (a) except as such enforcement may be limited by applicable bankruptcy and (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the or relating to enforcement of creditors’ rights of creditors generally generally, and (bii) Applicable Law governing specific performance, injunctive relief and other general equitable remediesprinciples.