Common use of Authority; Execution and Delivery; Enforceability Clause in Contracts

Authority; Execution and Delivery; Enforceability. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions have been duly authorized and approved by the Board of Directors of the Parent and no other corporate proceedings on the part of the Parent are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.

Authority; Execution and Delivery; Enforceability. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions have been duly authorized and approved by the Board board of Directors directors of the Parent and no other corporate proceedings on the part of the Parent are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.

Authority; Execution and Delivery; Enforceability. Parent has the requisite power and authority to execute and deliver this Agreement. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions transactions contemplated by this Agreement have been duly and validly authorized and approved by the Board of Directors of the Parent Parent, and no other corporate or other entity proceedings on the part of the Parent are necessary to authorize the consummation of the transactions contemplated by this Agreement and the TransactionsAgreement. This Agreement has been duly and validly executed and delivered by Parent and, assuming this Agreement constitutes a legal, the valid and binding obligation agreement of each Stockholder, constitutes the valid and binding agreement of Parent, enforceable against the Parent in accordance with the terms hereofits terms.

Authority; Execution and Delivery; Enforceability. (a) Parent has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Parent Shareholder Approval and the Parent Preferred Consents, to consummate the transactions contemplated by this Agreement. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Parent and no other all necessary corporate proceedings action on the part of Parent, subject to receipt of the Parent are necessary to authorize Shareholder Approval and the Parent Preferred Consents. Parent has duly executed and delivered this Agreement, and this Agreement and the Transactions. This Agreement constitutes a its legal, valid and binding obligation of the Parentobligation, enforceable against the Parent it in accordance with the terms hereofits terms.

Authority; Execution and Delivery; Enforceability. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions transactions contemplated by this Agreement have been duly authorized and approved by the Board of Directors of the Parent and other than approval of this Agreement and the Merger by the holders of the Parent’s capital stock having the right to vote thereon(“Parent’s Shareholder Approval”), no other corporate proceedings on the part of the Parent are necessary to authorize this Agreement and the Transactionstransactions contemplated by this Agreement. This Subject to the obtaining the Parent’s Shareholder Approval, this Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.

Authority; Execution and Delivery; Enforceability. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions have been duly authorized and approved by the Board of Directors of the Parent and no other corporate proceedings on the part of the Parent Parent, except for the filing of a Certificate of Completion (as hereinafter defined), are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.

Authority; Execution and Delivery; Enforceability. The Parent has all requisite corporate power and authority to execute and deliver this Agreement and consummate all Transactions. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions have been duly authorized and approved by the Board of Directors of the Parent and no other corporate proceedings on the part of the Parent are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.

Authority; Execution and Delivery; Enforceability. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions Share Exchange have been duly authorized and approved by the Board of Directors of the Parent and no other corporate proceedings on the part of the Parent are necessary to authorize this Agreement and the TransactionsShare Exchange. This Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.

Authority; Execution and Delivery; Enforceability. The Parent has full power and authority to execute and deliver this Agreement and to perform all of the obligations to be performed by the Parent hereunder. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action of the Parent. This Agreement has been duly executed and approved delivered by the Board of Directors of the Parent and no other corporate proceedings on constitutes the part of the Parent are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a Parent’s legal, valid and binding obligation of the Parentobligation, enforceable against the Parent in accordance with the terms hereofits terms, subject to creditors’ rights and general principles of equity.

Authority; Execution and Delivery; Enforceability. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions have been duly authorized and approved by the Board of Directors and the shareholders of the Parent Parent, and no other corporate proceedings on the part of the Parent are is necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of the ParentParent and the Parent Stockholders, enforceable against the Parent them in accordance with the terms hereof.

Authority; Execution and Delivery; Enforceability. The Parent has all requisite corporate power and authority to execute and deliver this Agreement and consummate all Transactions. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions have been duly authorized and approved by the Board of Directors of the Parent and no other corporate proceedings actions, proceedings, or approvals on the part of the Parent are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.

Authority; Execution and Delivery; Enforceability. Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery by the Parent of this Agreement and the consummation by the Parent it of the Transactions transactions contemplated hereby have been duly authorized and approved by the Board board of Directors directors of the Parent Parent, and no other corporate proceedings on the part of the Parent are necessary to authorize this Agreement and the Transactionstransactions contemplated hereby. This When executed and delivered, this Agreement constitutes a legal, valid and binding obligation of the Parent, will be enforceable against the Parent in accordance with the terms hereofits terms.

Authority; Execution and Delivery; Enforceability. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions have been duly authorized and approved by the Board of Directors of the Parent and no other corporate proceedings on the part of the Parent are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereofits terms, subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights and general principles of equity.

Authority; Execution and Delivery; Enforceability. The execution and delivery by the Parent of this Agreement and the Constituent Agreements and the consummation by the Parent of the Merger and the Concurrent Transactions have been duly authorized and approved by the Board of Directors of the Parent and no other corporate proceedings on the part of the Parent are necessary to authorize this Agreement, the Constituent Agreements, the Merger and the Concurrent Transactions. Each of this Agreement and the Transactions. This Agreement Constituent Agreements constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.

Authority; Execution and Delivery; Enforceability. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions have been duly authorized and approved by the Board of Directors of the Parent and no other corporate proceedings on the part of the Parent are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.

Authority; Execution and Delivery; Enforceability. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions have been duly authorized and approved by the Board of Directors of the Parent and shareholders holding a majority of the total issued and outstanding shares of common stock and no other corporate proceedings on the part of the Parent are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.

Authority; Execution and Delivery; Enforceability. The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions have been duly authorized and approved by the Board of Directors of the Parent and no other corporate proceedings on the part of the Parent are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.