Common use of Corporate Authorization Clause in Contracts

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Parent and Merger Subsidiary and constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable against it in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary Co. of this Agreement and the consummation by Parent and Merger Subsidiary Co. of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary Co. and have been duly authorized by all necessary corporate and stockholder action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.Co.

Corporate Authorization. The execution, delivery and performance by Parent Parent, Purchaser and Merger Subsidiary of this Agreement and the consummation by Parent Parent, Purchaser and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent Parent, Purchaser and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by each of Parent, Purchaser and Merger Subsidiary and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding agreement of each of Parent Parent, Purchaser and Merger Subsidiary, enforceable against it in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate actionaction on the part of Parent and Merger Subsidiary, as applicable. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and and, except for the adoption of this Agreement by the sole stockholder of Merger Subsidiary, have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable against Parent and Merger Subsidiary in accordance with its terms (subject to the Enforceability Limitations).

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger SubsidiarySubsidiary enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by each of Parent and Merger Subsidiary and constitutes a valid and legally binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement Agreement, and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby Transactions, are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate actionaction of Parent and Merger Subsidiary. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Assuming due authorization, execution and delivery of this Agreement by Company, this Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable against each of Parent and Merger Subsidiary in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Parent and Merger Subsidiary and constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement Agreement, and by Parent of the Company Stock Option Agreement, and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby and thereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, and the Company Stock Option Agreement constitutes a valid and binding agreement of Parent.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger SubsidiaryParent.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate actionaction on the part of Parent and Merger Subsidiary. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger SubsidiarySubsidiary enforceable against each of Parent and Merger Subsidiary in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary. No vote of the holders of Parent’s capital stock is necessary in connection with the consummation of the Merger.

Corporate Authorization. (a) The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the Stock Option Agreement, and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby Transactions, are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Each of this Agreement and the Stock Option Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by Parent and the Merger Subsidiary Subsidiaries of this Agreement and the consummation by Parent and the Merger Subsidiary Subsidiaries of the transactions contemplated hereby are within the corporate or limited liability company powers of Parent and the Merger Subsidiary Subsidiaries and have been duly authorized by all necessary corporate and limited liability company action. This Agreement constitutes a valid and binding agreement of each of Parent and the Merger SubsidiarySubsidiaries.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby by this Agreement are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate actionaction on the part of Parent and Merger Subsidiary. This Agreement has been duly executed by Parent and Merger Subsidiary constitutes a valid and binding agreement of each of Parent and Merger SubsidiarySubsidiary enforceable against Parent and Merger Subsidiary in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby and thereby are within the corporate powers of Parent and Merger Subsidiary Subsidiary, respectively, and have been duly authorized by all necessary corporate actionaction on the part of Parent and Merger Subsidiary, respectively. This Agreement Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, respectively.

Corporate Authorization. The execution, delivery and ----------------------- performance by Parent and Merger Subsidiary Co. of this Agreement and the consummation by Parent and Merger Subsidiary Co. of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary Co. and have been duly authorized by all necessary corporate and stockholder action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.Co.

Corporate Authorization. The execution, delivery and performance by Parent and the Merger Subsidiary of have all requisite corporate power and authority and have taken all corporate and stockholder action necessary in order to execute, deliver and perform their respective obligations under this Agreement and to consummate the consummation Merger. This Agreement has been duly executed and delivered by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers each of Parent and the Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and the Merger SubsidiarySubsidiary enforceable against each of Parent and the Merger Subsidiary in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary Sub of this Agreement and the consummation by Parent and Merger Subsidiary Sub of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary Sub and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.Sub each hereby represents that its Board of Directors has approved the Agreement and the

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Subsidiary Sub of the transactions contemplated hereby and thereby are within the corporate powers of Parent and Merger Subsidiary Sub and have been duly authorized by all necessary corporate action. This Agreement constitutes a and the Escrow Agreement constitute valid and binding agreement agreements of each of Parent and Merger SubsidiarySub enforceable against Parent and Merger Sub in accordance with their terms.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. No vote or other action of any stockholders of Parent or Merger Subsidiary which has not been duly taken prior to the date of this Agreement is required in connection with this Agreement or in order to consummate the transactions contemplated hereby. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary Bank of this Agreement and the consummation by Parent and Merger Subsidiary Bank of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary Bank and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger SubsidiaryBank.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate limited liability partnership powers of Parent and corporate powers of Merger Subsidiary and have been duly authorized by all necessary limited liability partnership action on the part of Parent and corporate actionaction on the part of Merger Subsidiary. This Agreement has been duly executed and delivered by Parent and Merger Subsidiary and constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable against each in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a legal, valid and binding agreement of each of Parent and Merger SubsidiarySubsidiary enforceable against each of Parent and Merger Subsidiary in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Parent and the Merger Subsidiary Subsidiaries of this Agreement and the consummation by Parent and the Merger Subsidiary Subsidiaries of the transactions contemplated hereby are within the corporate or limited liability company powers of Parent and the Merger Subsidiary Subsidiaries and have been duly authorized by all necessary corporate actionand limited liability company action on the part of Parent and the Merger Subsidiaries. This Agreement constitutes a valid and binding agreement of each of Parent and the Merger SubsidiarySubsidiaries.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate actionaction on the part of Parent and Merger Subsidiary. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by each of Parent and Merger Subsidiary Sub of this Agreement and the consummation by each of Parent and Merger Subsidiary Sub of the transactions contemplated hereby are within the its corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger SubsidiarySub, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally and by equitable principles.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers Each of Parent and Merger Subsidiary has the requisite corporate power and have authority to execute, deliver and perform it obligations under this Agreement and this Agreement has been duly authorized by all necessary corporate actionaction on the part of Parent and Merger Subsidiary. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable against Parent and Merger Subsidiary in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby and thereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a and the Escrow Agreement constitute valid and binding agreement agreements of each of Parent and Merger SubsidiarySubsidiary enforceable against Parent and Merger Subsidiary in accordance with their terms.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated Table of Contents hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary Sub of this Agreement and the consummation by Parent and Merger Subsidiary Sub of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary Sub, respectively, and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by each of Parent and Merger Subsidiary of this Agreement and the consummation by each of Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of each of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement action on the part of each of Parent and Merger Subsidiary.Merger

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary Sub of this Agreement and the consummation by Parent and Merger Subsidiary Sub of the transactions contemplated hereby Transactions are within the corporate powers of Parent and Merger Subsidiary Sub and have been duly authorized by all necessary corporate actionaction of Parent and Merger Sub. This Agreement constitutes a valid and binding agreement of each of Parent and Merger SubsidiarySub. Section 5.03.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate actionaction of Parent and Merger Subsidiary. This Agreement constitutes a legal, valid and binding agreement of each of Parent and Merger Subsidiary, subject to the Enforceability Exceptions.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary Sub of this Agreement and the consummation by Parent and Merger Subsidiary Sub of the transactions contemplated hereby Transactions are within the corporate powers of Parent and Merger Subsidiary Sub and have been duly authorized by all necessary corporate actionaction of Parent and Merger Sub. This Agreement constitutes a valid and binding agreement of each of Parent and Merger SubsidiarySub.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Acquisition Subsidiary of this Agreement and the consummation by Parent and Merger Acquisition Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Acquisition Subsidiary and have been duly authorized by all necessary corporate actionaction of Parent and Acquisition Subsidiary. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Acquisition Subsidiary.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable against Parent and Merger Subsidiary in accordance with its terms, subject to the Enforceability Exceptions.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger SubsidiarySubsidiary enforceable against Parent and Merger Subsidiary in accordance with its terms.

Corporate Authorization. The execution, delivery and ----------------------- performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and and, except for the adoption of this Agreement by Parent as the sole stockholder of Merger Subsidiary, have been duly authorized by all necessary corporate actionaction of Parent and Merger Subsidiary. This Agreement constitutes a valid and binding agreement of each of Parent and Merger SubsidiarySubsidiary enforceable against each of Parent and Merger Subsidiary in accordance with the Enforceability Exceptions.

Corporate Authorization. The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate limited liability company powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate limited liability company action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.