Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. 3.2.1 DoveBid has the corporate right, power and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors. No vote of the stockholders of DoveBid is required by the Certificate of Incorporation, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization and approval of this Agreement, the DoveBid Ancillary Documents or the transactions contemplated hereby and thereby. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid to enter into, and to perform its obligations under, this Agreement and the DoveBid Ancillary Agreements, except for (a) the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with United States federal and state securities laws and the securities laws of any other jurisdiction as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings be made within the time prescribed by applicable law. 3.2.3 This Agreement and the DoveBid Ancillary Agreements are, or when executed by DoveBid will be, valid and binding obligations of DoveBid enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 3.2.1 DoveBid has the corporate right, power and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors. No vote of the stockholders of DoveBid is required by the Certificate of Incorporation, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization and approval of this Agreement, the DoveBid Ancillary Documents or the transactions contemplated hereby and thereby. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid to enter into, and to perform its obligations under, this Agreement and the DoveBid Ancillary Agreements, except for (a) the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with United States federal and state securities laws and the securities laws of any other jurisdiction as may (which filings will be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings be made accomplished within the time prescribed required by applicable law). 3.2.3 This Agreement and the DoveBid Ancillary Agreements are, or when executed by DoveBid will be, valid and binding obligations of DoveBid enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 3.2.1 DoveBid has the corporate right, power and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors. No vote of the stockholders shareholders of DoveBid is required by the Certificate of Incorporation, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization and approval of this Agreement, the DoveBid Ancillary Documents or the transactions contemplated hereby and thereby. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid to enter into, and to perform its obligations under, this Agreement and the DoveBid Ancillary Agreements, except for (a) the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with United States federal and state securities laws and the securities laws of any other jurisdiction as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings be made within the time prescribed by applicable law. 3.2.3 This Agreement and the DoveBid Ancillary Agreements are, or when executed by DoveBid will be, valid and binding obligations of DoveBid enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 3.2.1 DoveBid 2.2.1 The Company and each Shareholder has the corporate right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid the Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBidthe Company's Board of Directors. No vote of the stockholders shareholders of DoveBid the Company is required by the Certificate Articles of Incorporation, bylaws, other governing documents of DoveBid the Company or applicable law with respect to the due authorization and approval of this Agreement, the DoveBid Ancillary Documents Agreements or the transactions contemplated hereby and or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 3.2.2 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid the Company or the Shareholders to enter into, and to perform its their respective obligations under, this Agreement and the DoveBid Ancillary Agreements, except for (a) the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with United States federal and state securities laws and the securities laws of any other jurisdiction as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings filings, be made within the time prescribed by applicable law. 3.2.3 2.2.3 This Agreement and the DoveBid Ancillary Agreements are, or when executed by DoveBid the Company and the Shareholders will be, valid and binding obligations of DoveBid the Company and the Shareholders enforceable against DoveBid the Company and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 3.2.1 DoveBid has the corporate right, power and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary AgreementsDocuments"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements Documents have been duly and validly approved and authorized by DoveBid's Board of Directors. No vote of the stockholders shareholders of DoveBid is required by the Certificate of Incorporation, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization and approval of this Agreement, the DoveBid Ancillary Documents or the transactions contemplated hereby and thereby. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid to enter into, and to perform its obligations under, this Agreement and the DoveBid Ancillary AgreementsDocuments, except for (a) the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with United States federal and state securities laws and the securities laws of any other jurisdiction as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings be made within the time prescribed by applicable law. 3.2.3 This Agreement and the DoveBid Ancillary Agreements Documents are, or when executed by DoveBid will be, valid and binding obligations of DoveBid enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies remedies, and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 3.2.1 DoveBid has (a) Acquirer and Sub have the corporate right, power and authority to enter into and perform its their respective obligations under this Agreement, Agreement and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Acquirer Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Acquirer Ancillary Agreements Agreements, and the Merger, have been duly and validly approved and authorized by DoveBid's all necessary action by the Board of Directors. No vote Directors of Sub, and no action on the part of the Board of Directors and stockholders of DoveBid Acquirer is required by to authorize the Certificate of Incorporationexecution, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization delivery and approval performance of this Agreement, or the DoveBid Ancillary Documents or Merger and the consummation of the transactions contemplated hereby and thereby, and this Agreement has been duly executed and delivered by Acquirer and Sub. 3.2.2 (b) No filing, authorization authorization, consent, approval, permit, order, registration or approvaldeclaration, governmental or otherwise, is necessary to enable DoveBid Acquirer and Sub to enter into, and to perform its their respective obligations under, this Agreement and or the DoveBid Acquirer Ancillary Agreements, except for for: (ai) the filing of appropriate documents the Certificate of Merger with the relevant authorities Delaware Secretary of California State; (ii) the filing of a direct overseas investment report in connection with Acquirer’s investment in Sub; and Delaware (iii) such other filings, authorizations, consents, approvals, permits, orders, registrations and other states in which DoveBid is qualified to do businessdeclarations, if any, and (b) such qualifications and filings as may that if not made or obtained by Acquirer or Sub would not be required material to comply with United States federal and state securities laws Acquirer’s or Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement and the securities laws of any other jurisdiction as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings be made within the time prescribed by applicable lawAcquirer Ancillary Agreements. 3.2.3 (c) This Agreement and the DoveBid Acquirer Ancillary Agreements are, or when executed by DoveBid Acquirer and Sub (as applicable) will be, valid and binding obligations of DoveBid Acquirer and Sub (as applicable) enforceable against DoveBid Acquirer and Sub (as applicable) in accordance with their respective terms, except as subject only to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (bii) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securitiesremedies.

Power, Authorization and Validity. 3.2.1 DoveBid 2.2.1 The Company and each Shareholder has the corporate right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid the Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBidthe Company's Board of Directors. The execution, delivery and performance of this Agreement and the Ancillary Agreements by the Levy Trust has been duly and validly approved and authorized as required by law and its governing trust instrument. No vote of the stockholders shareholders of DoveBid the Company is required by the Certificate Articles of Incorporation, bylaws, other governing documents of DoveBid the Company or applicable law with respect to the due authorization and approval of this Agreement, the DoveBid Ancillary Documents Agreements or the transactions contemplated hereby and or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 3.2.2 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid the Company or the Shareholders to enter into, and to perform its their respective obligations under, this Agreement and the DoveBid Ancillary Agreements, except for (a) the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with United States federal and state securities laws and the securities laws of any other jurisdiction as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings filings, be made within the time prescribed by applicable law. 3.2.3 2.2.3 This Agreement and the DoveBid Ancillary Agreements are, or when executed by DoveBid the Company and the Shareholders will be, valid and binding obligations of DoveBid the Company and the Shareholders enforceable against DoveBid the Company and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 3.2.1 DoveBid has the corporate right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors. No vote of the stockholders of DoveBid is required by the Certificate of Incorporation, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization and approval of this Agreement, the DoveBid Ancillary Documents or the transactions contemplated hereby and thereby. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid to enter into, and to perform its obligations under, this Agreement and the DoveBid Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries of State and the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with United States federal and state securities laws and the securities laws of any other jurisdiction as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings be made within the time prescribed by applicable lawlaws. 3.2.3 This Agreement and the DoveBid Ancillary Agreements are, or when executed by DoveBid will be, valid and binding obligations of DoveBid enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the certificates of merger will not be effective until filed with the California and Delaware Secretaries of State.

Power, Authorization and Validity. 3.2.1 DoveBid Each of VEDO and Merger Sub has the corporate all requisite right, power power, legal capacity and authority to enter into and perform its obligations under this AgreementAgreement and all VEDO Ancillary Agreements, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to of the transactions contemplated by this Agreement (the "DoveBid Ancillary Agreements")Agreement. The execution, execution and delivery and performance of this Agreement and the DoveBid VEDO Ancillary Agreements and the performance of all of VEDO's and Merger Sub's obligations hereunder and thereunder, have been duly and validly approved and authorized by DoveBid's their respective Board of Directors. No vote of the stockholders of DoveBid is Directors as required by the applicable law and their respective Certificate of Incorporation, bylaws, other governing documents Incorporation or Articles of DoveBid or applicable law with respect to Incorporation (as the due authorization case may be) and approval their respective Bylaws. For purposes of this Agreement, "VEDO ANCILLARY AGREEMENTS" means all agreements, certificates and other documents required to be delivered by VEDO or Merger Sub under this Agreement, including the DoveBid Ancillary Documents or Articles of Merger and the transactions contemplated hereby and therebyMerger Voting Agreement. 3.2.2 No To the knowledge of VEDO, no filing, authorization authorization, registration, order, consent, notice or approval, governmental or otherwise, is necessary to enable DoveBid VEDO or Merger Sub to enter into, into and to perform its obligations under, deliver this Agreement and the DoveBid VEDO Ancillary Agreements, or to perform any of their respective obligations hereunder and thereunder, except where the failure to give such notice, to file or to obtain any authorization, consent or approval would not have a Material Adverse Effect on VEDO and except for (a) the filing of the Articles of Merger with the Florida Department of State, and the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid VEDO is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with United States federal federal, state and state foreign securities laws and laws, (c) the securities laws approval of any other jurisdiction as may be required in connection with the transactions contemplated hereby by this Agreement. All such qualifications and filings willVEDO, in as the case of qualificationssold Merger Sub Stockholder, be effective on (d) the Closingfilings, and willif any, in required by the case of filings be made within the time prescribed by applicable lawHSR Act. 3.2.3 This Subject to approval of this Agreement and the DoveBid Merger by VEDO as the sole Merger Sub Stockholder, this Agreement has been, and the VEDO Ancillary Agreements are, or when executed by DoveBid VEDO and Merger Sub will be, valid and binding obligations of DoveBid VEDO and Merger Sub enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the rights of creditors generallygenerally from time to time, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; PROVIDED, HOWEVER, that the Articles of Merger will not be effective until filed with the Florida Department of State. This Agreement has been, and when executed the VEDO Ancillary Agreement will be, duly executed and delivered by VEDO and Merger Sub.

Power, Authorization and Validity. 3.2.1 DoveBid 3.3.1 The Stockholder has the corporate right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Stockholders Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of DirectorsAgreements. No vote of the stockholders of DoveBid is required by the Certificate of Incorporation, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization and approval of this Agreement, the DoveBid Ancillary Documents or the transactions contemplated hereby and thereby. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid the Stockholder to enter into, and to perform its obligations under, this Agreement and the DoveBid Stockholders Ancillary Agreements, except for (a) Agreements executed by the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with United States federal and state securities laws and the securities laws of any other jurisdiction as may be required in connection with the transactions contemplated by this AgreementStockholder. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings be made within the time prescribed by applicable law. 3.2.3 This Agreement and the DoveBid Stockholders Ancillary Agreements are, or when executed by DoveBid the Stockholder will be, valid and binding obligations of DoveBid the Stockholder enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies remedies; provided, however, that the Stockholders Ancillary Agreements (other than the Milkyway Affiliates Agreements) will not be effective until the Closing. 3.3.2 Milkyway has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and the Milkyway Ancillary Agreements. This Agreement, the Milkyway Ancillary Agreements and the transfer and exchange of Milkyway Stock pursuant to Section 2.1 have been duly and validly approved by the Milkyway Board of Directors and each of the Stockholders, as required by applicable law. No filing, authorization or approval, governmental or otherwise, is necessary to enable Milkyway to enter into, and to perform its obligations under, this Agreement and the Milkyway Ancillary Agreements, except for the prior notification under the Japanese Foreign Exchange Control Regulations. This Agreement and the Milkyway Ancillary Agreements are, or when executed and delivered by Milkyway and the other parties thereto will be, valid and binding obligations of Milkyway enforceable against Milkyway and the Milkyway Affiliates (as applicable) in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (cb) rules of law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the enforceability of provisions requiring indemnification in connection with Milkyway Ancillary Agreements (other than the offering, issuance or sale of securitiesMilkyway Affiliates Agreements) will not be effective until the Closing.

Power, Authorization and Validity. 3.2.1 DoveBid (a) Parent has the corporate right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement and the Certificate of Merger, the Voting Agreements, the Option Agreement, the Development Agreement, the Escrow Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this the Loan Agreement (collectively, the "DoveBid “Parent Ancillary Agreements"”). The execution, delivery and performance of this Agreement and the DoveBid Parent Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board all necessary corporate and stockholder action on the part of DirectorsParent. No vote of Merger Sub has the stockholders of DoveBid is required by right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and the Certificate of IncorporationMerger (the “Merger Sub Ancillary Agreement”). The execution, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization delivery and approval performance of this Agreement, Agreement and the DoveBid Merger Sub Ancillary Documents or Agreement have been duly and validly approved and authorized by all necessary corporate and stockholder action on the transactions contemplated hereby and therebypart of Merger Sub. 3.2.2 (b) No filing, authorization authorization, consent or approval, governmental or otherwise, is necessary to enable DoveBid Parent and Merger Sub to enter into, and to perform its their respective obligations under, this Agreement and Agreement, the DoveBid Parent Ancillary AgreementsAgreements or the Merger Sub Ancillary Agreement, except for for: (ai) the filing of appropriate documents the Certificate of Merger with the relevant authorities Delaware Secretary of California and Delaware and other states in which DoveBid is qualified to do business, if any, and State; (bii) such qualifications and post-closing filings as may be required to comply with United States federal and state securities laws laws; and (iii) the filing with the SEC and the securities laws effectiveness of any other jurisdiction as may the registration statements for the S-8 and for the resale S-3 under the 1933 Act that is required to be required in connection with filed by Parent after the transactions contemplated by Effective Time pursuant to the terms and conditions of this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings be made within the time prescribed by applicable law. 3.2.3 (c) This Agreement and the DoveBid Parent Ancillary Agreements are, or when executed by DoveBid will be, are valid and binding obligations of DoveBid Parent enforceable against DoveBid Parent in accordance with their respective terms, except as subject only to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (bii) rules of law governing specific performance, injunctive relief and other equitable remedies remedies, and (ciii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities. This Agreement and the Merger Sub Ancillary Agreement are valid and binding obligations of Merger Sub enforceable against Merger Sub in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities. (d) The Board of Directors of Parent has reserved for issuance sufficient shares of Parent Common Stock to consummate the transactions contemplated hereby.

Power, Authorization and Validity. 3.2.1 DoveBid 2.2.1 Throw has the corporate right, power power, legal capacity and authority to enter into and and, subject to Throw Shareholder approval, perform its obligations under this Agreement, Agreement and all agreements to which DoveBid Throw is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Throw Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Throw Ancillary Agreements have been duly and validly approved and authorized by DoveBidThrow's Board of Directors. No vote of the stockholders of DoveBid is required by the Certificate of Incorporation, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization and approval of this Agreement, the DoveBid Ancillary Documents or the transactions contemplated hereby and thereby. 3.2.2 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid Throw to enter into, and to perform its obligations under, this Agreement and the DoveBid Throw Ancillary Agreements, except for (a) the filing of the Articles of Merger with the Washington Secretary of State, and the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid Throw is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with United States federal and state securities laws laws, (c) consents required under contracts disclosed in Exhibit 2.11 and (d) the securities laws approval of any other jurisdiction as may be required in connection with the Throw Shareholders of the transactions contemplated by this Agreement. All such qualifications hereby, as provided under applicable law and filings will, in the case Throw's Articles of qualifications, be effective on the Closing, Incorporation and will, in the case of filings be made within the time prescribed by applicable lawBylaws. 3.2.3 2.2.3 This Agreement and the DoveBid Throw Ancillary Agreements are, or when executed by DoveBid Throw will be, valid and binding obligations of DoveBid Throw enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification or contribution in connection with the offering, issuance or sale of securities; provided, however, that the Articles of Merger will not be effective until filed with the Washington Secretary of State.

Power, Authorization and Validity. 3.2.1 DoveBid 4.2.1 Each of Asymetrix and Merger Sub has the corporate right, power power, legal capacity and authority to enter into and perform its respective obligations under this Agreement, and all agreements to which DoveBid is Asymetrix and Merger Sub are or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Asymetrix Ancillary Agreements"). The execution, delivery ------------------------------ and performance of this Agreement and the DoveBid Asymetrix Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board all necessary corporate action on the part of Directors. No vote each of the stockholders of DoveBid is required by the Certificate of Incorporation, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization Asymetrix and approval of this Agreement, the DoveBid Ancillary Documents or the transactions contemplated hereby and therebyMerger Sub. 3.2.2 4.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid each of Asymetrix and Merger Sub to enter into, and to perform its respective obligations under, this Agreement and the DoveBid Asymetrix Ancillary Agreements, except for (a) the filing of the Certificate of Merger with the New York Secretary of State, (b) the filing of a Certificate of Merger with the Delaware Secretary of State, (c) the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid Asymetrix is qualified to do business, if any, and (bd) such qualifications and filings as may be required to comply with United States federal and state securities laws and the securities laws of any other jurisdiction as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings be made within the time prescribed by applicable lawlaws. 3.2.3 4.2.3 This Agreement and the DoveBid Asymetrix Ancillary Agreements are, or when executed by DoveBid Asymetrix and Merger Sub will be, valid and binding obligations of DoveBid each of Asymetrix and Merger Sub enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies remedies, and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Certificate of Merger will not be effective until the Effective Time.

Power, Authorization and Validity. 3.2.1 DoveBid (a) Acquirer has the corporate right, power and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Acquirer Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Acquirer Ancillary Agreements Agreements, and the Merger, have been duly and validly approved and authorized by DoveBid's Board of DirectorsAcquirer, and this Agreement has been duly executed and delivered by Acquirer. No vote of Sub has the stockholders of DoveBid is required by the Certificate of Incorporationright, bylawspower and authority to enter into and perform its obligations under this Agreement and all Sub Ancillary Agreements. The execution, other governing documents of DoveBid or applicable law with respect to the due authorization delivery and approval performance of this AgreementAgreement and the Sub Ancillary Agreements, and the DoveBid Ancillary Documents or the transactions contemplated hereby Merger, have been duly and therebyvalidly approved and authorized by Sub, and this Agreement has been duly executed and delivered by Sub. 3.2.2 (b) No filing, authorization authorization, consent, approval, permit, order, registration or approvaldeclaration, governmental or otherwise, is necessary to enable DoveBid Acquirer and Sub to enter into, and to perform its their respective obligations under, this Agreement and Agreement, the DoveBid Acquirer Ancillary Agreements or the Sub Ancillary Agreements, except for for: (ai) the filing of appropriate documents the Agreement of Merger with the relevant authorities California Secretary of California and Delaware and other states in which DoveBid is qualified to do business, if any, and State; (bii) such qualifications and post-Closing filings as may be required to comply with United States federal and state securities laws laws; (iii) the filing by Acquirer with the SEC of such reports and information under the Exchange Act, and the securities laws of any other jurisdiction rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement. All ; the filing of the Form S-3 pursuant to Section 2.9 above and any related filing and (iv) such qualifications other filings, authorizations, consents, approvals, permits, orders, registrations and filings willdeclarations, in if any, that if not made or obtained by Acquirer or Sub would not be material to Acquirer’s or Sub’s ability to consummate the case of qualificationsMerger or to perform their respective obligations under this Agreement, be effective on the Closing, Acquirer Ancillary Agreements and will, in the case of filings be made within the time prescribed by applicable lawSub Ancillary Agreements. 3.2.3 (c) This Agreement and the DoveBid Acquirer Ancillary Agreements are, or when executed by DoveBid Acquirer will be, valid and binding obligations of DoveBid Acquirer enforceable against DoveBid Acquirer in accordance with their respective terms, except as subject only to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (bii) rules of law governing specific performance, injunctive relief and other equitable remedies remedies. This Agreement and the Sub Ancillary Agreements are, or when executed by Sub will be, valid and binding obligations of Sub enforceable against Sub in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (cii) the enforceability rules of provisions requiring indemnification in connection with the offeringlaw governing specific performance, issuance or sale of securitiesinjunctive relief and other equitable remedies.

Power, Authorization and Validity. 3.2.1 DoveBid 2.2.1 SecureIT has the corporate right, power power, legal capacity and authority to enter into into, execute, deliver, and perform its obligations under this Agreement, Agreement and all agreements to which DoveBid SecureIT is or will be a party that are contemplated under this Agreement (the "SecureIT Ancillary Agreements") and ----------------------------- to consummate the Merger. This Agreement and the SecureIT Ancillary Agreements, and the execution, delivery and performance thereof by SecureIT, have been duly and validly approved by the SecureIT Board of Directors and the shareholders of SecureIT, as required by applicable law and the Articles of Incorporation and Bylaws of SecureIT, both as currently in effect. Each of the SecureIT Shareholders has the right, power, legal capacity and authority to enter into, execute, deliver and perform such SecureIT Shareholder's obligations under this Agreement and each agreement to which such SecureIT Shareholder is or will be a party that is required to be executed pursuant to this Agreement (the a "DoveBid SecureIT Shareholder Ancillary AgreementsAgreement"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors. No vote of the stockholders of DoveBid is required by the Certificate of Incorporation, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization and approval of this Agreement, the DoveBid Ancillary Documents or the transactions contemplated hereby and thereby.---------------------------------------- 3.2.2 2.2.2 No filing, authorization authorization, consent, order or approval, governmental or otherwise, is necessary to enable DoveBid SecureIT, or any SecureIT Shareholder, to enter into, and to perform its or his respective obligations under, this Agreement and each of the DoveBid SecureIT Ancillary Agreements and each of the SecureIT Shareholder Ancillary Agreements, except for (a) the filing of the Certificate of Merger with the Secretary of State of the State of Georgia, the filing of such other documents as are required to effectuate the Merger under Georgia law and the filing of appropriate documents with the relevant authorities of California and Delaware and the states other states than Georgia in which DoveBid SecureIT is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with United States federal and state securities laws laws, and (c) consents required under contracts disclosed in Schedule 2.5 to the securities laws letter addressed to VeriSign and dated as of any other jurisdiction the date of ------------ this Agreement delivered by SecureIT to VeriSign concurrently herewith (the "SecureIT Disclosure Letter") as may be required in connection with exceptions to the transactions contemplated by this Agreement. All such qualifications and filings will, representation made in the case --------------------------- last sentence of qualifications, be effective on the Closing, and will, in the case of filings be made within the time prescribed by applicable lawSection 2.5 below. 3.2.3 2.2.3 This Agreement and the DoveBid SecureIT Ancillary Agreements are, or when executed by DoveBid will be, are valid and binding obligations of DoveBid SecureIT enforceable against DoveBid SecureIT in accordance with their respective terms, except as such enforceability may be limited by (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement and each of the SecureIT Shareholder Ancillary Agreements are, or when executed by a SecureIT Shareholder will be, a valid and binding obligation of such SecureIT Shareholder, enforceable against such SecureIT Shareholder in accordance with their respective terms, subject only to the effect, if any, of limitation on enforceability by (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securitiesremedies.