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

Organization; Authorization; Validity of Agreement; Necessary Action. If such Company Y Shareholder is not a natural person, such Company Y Shareholder, as of the date hereof (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y Shareholder of this Agreement, the performance by such Company Y Shareholder of his, her or its obligations hereunder and the consummation by such Company Y Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y Shareholder and no other actions or proceedings on the part of such Company Y Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company T, constitutes a legal, valid and binding agreement of such Company Y Shareholder enforceable against such Company Y Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

Organization; Authorization; Validity of Agreement; Necessary Action. If such Each Company Y Shareholder is not a natural person, such Company Y T Shareholder, as of the date hereof (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y T Shareholder of this Agreement, the performance by such Company Y T Shareholder of his, her or its obligations hereunder and the consummation by such Company Y T Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y T Shareholder and no other actions or proceedings on the part of such Company Y T Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y T Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company TY, constitutes a legal, valid and binding agreement of such Company Y T Shareholder enforceable against such Company Y T Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

Organization; Authorization; Validity of Agreement; Necessary Action. If such The Company Y Shareholder is not a natural person, such Company Y T Shareholder, as of the date hereof (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such the Company Y T Shareholder of this Agreement, the performance by such the Company Y T Shareholder of his, her or its obligations hereunder and the consummation by such the Company Y T Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such the Company Y T Shareholder and no other actions or proceedings on the part of such the Company Y T Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such the Company Y T Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company TY, constitutes a legal, valid and binding agreement of such the Company Y T Shareholder enforceable against such the Company Y T Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

Organization; Authorization; Validity of Agreement; Necessary Action. If such Company Y Shareholder is not a natural person, such Company Y Shareholder, as of the date hereof It (iother than an individual) is duly organized, validly existing and in good standing under the Laws Law of its jurisdiction of organization. It has the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational requisite power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such each Stockholder and the Company Y Shareholder of this Agreement, the performance by such Company Y Shareholder it of his, her or its respective obligations hereunder and the consummation by such Company Y Shareholder it of the transactions contemplated by this Agreement have been duly and validly authorized by such Stockholder and the Company Y Shareholder and no other actions or proceedings on the part of such the Stockholder or any stockholder or equity holder thereof or the Company Y Shareholder or any other Person are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such each Stockholder and the Company Y Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company Tthe other parties hereto, constitutes a legal, valid and binding agreement of such each Stockholder and the Company Y Shareholder enforceable against such Company Y Shareholder it in accordance with its terms, subject to terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights creditor’s rights, and to general equity principles (the “Bankruptcy and Equity Exception”equitable principles).

Organization; Authorization; Validity of Agreement; Necessary Action. If such Company Y Shareholder With respect to each Stockholder that (i) is not a natural person, such Company Y Shareholder, as of the date hereof Stockholder (iA) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (iiB) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder Agreement and (ii) is a natural person, he or she, as of the date hereof, she has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by such Company Y Shareholder of this AgreementStockholder, the performance by such Company Y Shareholder Stockholder of his, her or its obligations hereunder and the consummation by such Company Y Shareholder Stockholder of the transactions contemplated by this Agreement hereby have been duly and validly authorized by such Company Y Shareholder Stockholder and no other actions or proceedings on the part of such Company Y Shareholder Stockholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y Shareholder Stockholder and, assuming this Agreement constitutes a valid and binding obligation of Company TParent, constitutes a legal, valid and binding agreement of such Company Y Shareholder Stockholder enforceable against such Company Y Shareholder Stockholder in accordance with its terms. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is trustee whose consent is required for the execution and delivery of this Agreement (including the irrevocable proxy granted herein), subject to bankruptcythe performance by such Stockholder of his, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws her or its obligations hereunder or the consummation by such Stockholder of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”)transactions contemplated by this Agreement.

Organization; Authorization; Validity of Agreement; Necessary Action. If such Company Y T Shareholder is not a natural person, such Company Y T Shareholder, as of the date hereof (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y T Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y T Shareholder of this Agreement, the performance by such Company Y T Shareholder of his, her or its obligations hereunder and the consummation by such Company Y T Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y T Shareholder and no other actions or proceedings on the part of such Company Y T Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y T Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company TY, constitutes a legal, valid and binding agreement of such Company Y T Shareholder enforceable against such Company Y T Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

Organization; Authorization; Validity of Agreement; Necessary Action. If such Company Y Shareholder is not a natural person, That such Company Y Shareholder, as of the date hereof hereof, (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y Shareholder of this Agreement, the performance by such Company Y Shareholder of his, her or its obligations hereunder and the consummation by such Company Y Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y Shareholder and no other actions or proceedings on the part of such Company Y Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company T, constitutes a legal, valid and binding agreement of such Company Y Shareholder enforceable against such Company Y Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles (the “"Bankruptcy and Equity Exception”").

Organization; Authorization; Validity of Agreement; Necessary Action. If such Company Y Shareholder is not a natural person, such Company Y Shareholder, as of the date hereof (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y Shareholder of this Agreement, the performance by such Company Y Shareholder of his, her or its obligations hereunder and the consummation by such Company Y Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y Shareholder and no other actions or proceedings on the part of such Company Y Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company T, constitutes a legal, valid and binding agreement of such Company Y Shareholder enforceable against such Company Y Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles (the “"Bankruptcy and Equity Exception”").

Organization; Authorization; Validity of Agreement; Necessary Action. If such Company Y Shareholder is not a natural person, That such Company Y Shareholder, as of the date hereof hereof, (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y Shareholder of this Agreement, the performance by such Company Y Shareholder of his, her or its obligations hereunder and the consummation by such Company Y Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y Shareholder and no other actions or proceedings on the part of such Company Y Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company T, constitutes a legal, valid and binding agreement of such Company Y Shareholder enforceable against such Company Y Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

Organization; Authorization; Validity of Agreement; Necessary Action. If such The Company Y Shareholder is not a natural person, such Company Y T Shareholder, as of the date hereof (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such the Company Y T Shareholder of this Agreement, the performance by such the Company Y T Shareholder of his, her or its obligations hereunder and the consummation by such the Company Y T Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such the Company Y T Shareholder and no other actions or proceedings on the part of such the Company Y T Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such the Company Y T Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company TY, constitutes a legal, valid and binding agreement of such the Company Y T Shareholder enforceable against such the Company Y T Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles (the “"Bankruptcy and Equity Exception”").

Organization; Authorization; Validity of Agreement; Necessary Action. If such Each Company Y Shareholder is not a natural person, such Company Y T Shareholder, as of the date hereof (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y T Shareholder of this Agreement, the performance by such Company Y T Shareholder of his, her or its obligations hereunder and the consummation by such Company Y T Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y T Shareholder and no other actions or proceedings on the part of such Company Y T Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y T Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company TY, constitutes a legal, valid and binding agreement of such Company Y T Shareholder enforceable against such Company Y T Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles (the “"Bankruptcy and Equity Exception”").

Organization; Authorization; Validity of Agreement; Necessary Action. If such Company Y T Shareholder is not a natural person, such Company Y T Shareholder, as of the date hereof (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y T Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y T Shareholder of this Agreement, the performance by such Company Y T Shareholder of his, her or its obligations hereunder and the consummation by such Company Y T Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y T Shareholder and no other actions or proceedings on the part of such Company Y T Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y T Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company TY, constitutes a legal, valid and binding agreement of such Company Y T Shareholder enforceable against such Company Y T Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles (the “"Bankruptcy and Equity Exception”").

Organization; Authorization; Validity of Agreement; Necessary Action. If such Company Y Shareholder Such Stockholder, if it is not a natural personlegal entity, such Company Y Shareholder, as of the date hereof (i) is duly organized, organized under the laws of its respective jurisdiction of organization and is validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) . Such Stockholder has all corporate, limited partnership, trust or other organizational full power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery by such Company Y Shareholder Stockholder, if it is a legal entity, of this Agreement, the performance by such Company Y Shareholder it of his, her or its obligations hereunder and the consummation by such Company Y Shareholder it of the transactions contemplated by this Agreement hereby have been duly and validly authorized by such Company Y Shareholder Stockholder and no other actions or proceedings on the part of such Company Y Shareholder Stockholder or any general or limited partner or stockholder thereof are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by hereby. If such Stockholder is an individual, such Stockholder has the legal capacity and all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Company Y Shareholder each Stockholder and, assuming this Agreement constitutes a valid and binding obligation of Company TTD, constitutes a legal, valid and binding agreement obligation of such Company Y Shareholder Stockholder, enforceable against such Company Y Shareholder it in accordance with its terms, subject to except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency and similar Laws of general applicability relating to or laws affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”)remedies generally.

Organization; Authorization; Validity of Agreement; Necessary Action. If such Company Y With respect to each Shareholder that (i) is not a natural person, such Company Y Shareholder, as of the date hereof Shareholder (iA) is duly organized, validly existing and in good standing (in those jurisdictions where good standing is recognized) under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (iiB) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder Agreement and (ii) is a natural person, he or she, as of the date hereof, she has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y Shareholder of this Agreement, the performance by such Company Y Shareholder of his, her or its obligations hereunder and the consummation by such Company Y Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y Shareholder and no other actions or proceedings on the part of such Company Y Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of his, her or its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company T, constitutes a legal, valid and binding agreement of such Company Y Shareholder enforceable against such Company Y Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is trustee whose consent is required for the execution and delivery of this Agreement (including the irrevocable proxy), the performance by such Shareholder of his, her or its obligations hereunder or the consummation by such Shareholder of the transactions contemplated by this Agreement.

Organization; Authorization; Validity of Agreement; Necessary Action. If such Company Y Shareholder With respect to each Stockholder that (i) is not a natural person, such Company Y Shareholder, as of the date hereof Stockholder (iA) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (iiB) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder Agreement and (ii) is a natural person, he or she, as of the date hereof, she has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y Shareholder Stockholder of this Agreement, the performance by such Company Y Shareholder Stockholder of his, her or its obligations hereunder and the consummation by such Company Y Shareholder Stockholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y Shareholder Stockholder and no other actions or proceedings on the part of such Company Y Shareholder Stockholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y Shareholder Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the Company Tand Parent, constitutes a legal, valid and binding agreement of such Company Y Shareholder Stockholder enforceable against such Company Y Shareholder Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is trustee whose consent is required for the “Bankruptcy execution and Equity Exception”delivery of this Agreement (including the irrevocable proxy), the performance by such Stockholder of his, her or its obligations hereunder or the consummation by such Stockholder of the transactions contemplated by this Agreement.

Organization; Authorization; Validity of Agreement; Necessary Action. If such Company Y The Shareholder is not a natural person, such Company Y Shareholder, as of the date hereof (i) is duly organized, validly existing and existing, in good standing under the Laws Law of its jurisdiction of organization, and is an “accredited investor” within the jurisdiction in which it is organized (in meaning of Rule 501(a) under the case Securities Act of good standing, to 1933. The Shareholder has the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational requisite power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y the Shareholder of this Agreement, the performance by such Company Y Shareholder it of his, her or its obligations hereunder and the consummation by such Company Y Shareholder it of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y all necessary company, partnership or other action, as applicable, by the Shareholder and no other actions or proceedings on the part of such Company Y the Shareholder or any shareholder or equity holder thereof or any other Person are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y the Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company Tthe other parties hereto, constitutes a legal, valid and binding agreement of such Company Y Shareholder the Shareholder, enforceable against such Company Y the Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). If this Agreement is being executed in representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement.

Organization; Authorization; Validity of Agreement; Necessary Action. If such Company Y Shareholder With respect to each Seller Group Member that (i) is not a natural person, such Company Y Shareholder, as of the date hereof Seller Group Member (iA) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (iiB) has all the requisite corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder Agreement or (ii) is a natural person, he or she, as of the date hereof, she has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y Shareholder Seller Group Member of this Agreement, the performance by such Company Y Shareholder Seller Group Member of his, her or its obligations hereunder and the consummation by such Company Y Shareholder Seller Group Member of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y Shareholder Seller Group Member and no other actions or proceedings on the part of such Company Y Shareholder Seller Group Member are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y Shareholder Seller Group Member and, assuming this Agreement constitutes a valid and binding obligation of the Company Tand the Key Shareholder, constitutes a legal, valid and binding agreement of such Company Y Shareholder Seller Group Member enforceable against such Company Y Shareholder Seller Group Member in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”)principles.

Organization; Authorization; Validity of Agreement; Necessary Action. If such Company Y Shareholder With respect to each Stockholder that (i) is not a natural person, such Company Y Shareholder, as of the date hereof Stockholder (iA) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (iiB) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder Agreement and (ii) is a natural person, he or she, as of the date hereof, she has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y Shareholder Stockholder of this Agreement, the performance by such Company Y Shareholder Stockholder of his, her or its obligations hereunder and the consummation by such Company Y Shareholder Stockholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y Shareholder Stockholder and no other actions or proceedings on the part of such Company Y Shareholder Stockholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y Shareholder Stockholder and, assuming this Agreement constitutes a valid and binding obligation of Company TParent, constitutes a legal, valid and binding agreement of such Company Y Shareholder Stockholder enforceable against such Company Y Shareholder Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is trustee whose consent is required for the “Bankruptcy execution and Equity Exception”delivery of this Agreement (including the irrevocable proxy), the performance by such Stockholder of his, her or its obligations hereunder or the consummation by such Stockholder of the transactions contemplated by this Agreement.