Common use of Corporate Authorization Clause in Contracts

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

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for any required approval by the Company's stockholders by majority vote in connection with the consummation of the Company and Merger, have been duly authorized by all necessary corporate action of the Companyand stockholder action. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

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

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company Corporation is within the Corporation's corporate powers and, except for any required approval of the transactions contemplated hereby are within the corporate powers of the Company and have Corporation's stockholders, has been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its termsCorporation.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for any required approval by the Company's stockholders in connection with the consummation of the Company and Merger, have been duly authorized by all necessary corporate action of the Companyaction. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms. The Program has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.

Corporate Authorization. The execution, delivery and and, upon entry of the Confirmation Order, the performance by the Company of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby hereby, are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Subject to the entry of the Confirmation Order, this Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

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

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action of the Company. This Agreement has been duly and validly executed and delivered authorized by the Company and constitutes a valid and binding agreement Board of Directors of the CompanyCompany and, enforceable against except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize or consummate this Agreement or to consummate the other transactions contemplated hereby (other than the filing and recordation of the appropriate documents with respect to the Merger in accordance with its termsthe OBCA).

Corporate Authorization. The execution, delivery and performance by the Company of each of this Agreement and the Convertible Note and the consummation by the Company of the transactions contemplated hereby and thereby are within the Company's corporate powers and, except for any required approval by the Company's stockholders in connection with the consummation of the Company and Merger, have been duly authorized by all necessary corporate action action. Each of this Agreement and the Company. This Agreement has been duly and validly executed and delivered by the Company and Convertible Note constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its termsterms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Corporate Authorization. The execution, ----------------------- delivery and performance by the Company of this Agreement and the consummation of the Merger by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for any required approval by the Company's stockholders in connection with the consummation of the Company and Merger, have been duly authorized by all necessary corporate action of the Companyaction. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except for any required approval by the Company and Company's stockholders, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby each Related Document are within the Company’s corporate powers of the Company and powers, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid did not, do not, and binding agreement will not, require the consent or approval of the Company shareholders, or any trustee or holder of any Debt or other obligation of the Company, enforceable against other than such consents and approvals as have been, or on or before the Company in accordance with its termsDate of Issuance, will have been, duly obtained, given or accomplished.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized and, except for any required approval by all necessary corporate action of the Company. This Agreement has been duly and validly executed and delivered 's stockholders by majority vote in connection with the Company and constitutes a valid and binding agreement consummation of the Company, enforceable against the Company in accordance with its terms.the

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except as set forth in the Company and following sentence, have been duly authorized by all necessary corporate action action. The affirmative vote of the holders of a majority of the outstanding Shares, if necessary, is the only vote of the holders of the Company's capital stock necessary to approve the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its termsterms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability.

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

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for any required approval by the Company's shareholders in connection with the consummation of the Company and Merger, this Agreement will have been duly authorized by all necessary corporate action of the Companyaction. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the Merger by the Company of the transactions contemplated hereby are within the Company's corporate powers power and authority and, except for any required approval by the Company's stockholders in connection with the consummation of the Company and Merger, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by Parent and Merger Subsidiary, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except as set forth in the Company and following sentence, have been duly authorized by all necessary corporate action action. The affirmative vote of the holders of a majority of the Shares approving this Agreement, if necessary, is the only vote of the holders of the Company's capital stock necessary to approve the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers of and, except for the Company and Stockholder Vote, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and ----------------------- performance by the Company of this Agreement and the consummation of the Merger by the Company of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action of the Companyaction. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms. Copies of the resolutions duly adopted by the Company's Board of Directors and the holders of all of the Shares, adopting, approving and authorizing this Agreement, have been furnished to Ramsay.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers powers, and except for any required approval by the Company's stockholders in connection with the consummation of the Company and Merger, this Agreement will have been duly authorized by all necessary corporate action of the Companyaction. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the adoption of this Agreement by a majority vote of the Company and Company's stockholders, have been duly authorized by all necessary corporate action of the Companyaction. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except for the Company and Shareholder Approval (as defined herein), have been duly authorized by all necessary corporate action action. Assuming that this Agreement constitutes the valid and binding obligation of the Company. This Acquiror and MergerSub, this Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

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

Corporate Authorization. The execution, delivery and ----------------------- performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action of the Companyaction. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application affecting the enforcement of creditors' rights generally.

Corporate Authorization. The execution, delivery and performance by ----------------------- the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except for the Company and Stockholder Approval, have been duly authorized by all necessary corporate action action. Assuming that this Agreement constitutes the valid and binding obligation of Acquiror, this Agreement constitutes the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and ----------------------- performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval by the Company's stockholders by a majority vote in connection with the consummation of the Company and Merger, have been duly authorized by all necessary corporate and stockholder action of under the Company's constituent documents and Delaware Law. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except as set forth in the Company and following sentence, have been duly authorized by all necessary corporate action action. The affirmative vote of the holders of a majority of the Shares approving this Agreement is the only vote of the holders of the Company's capital stock necessary to approve the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and, except for the approval by the Company’s stockholders of the Company Merger and the Charter Amendment, have been duly authorized by all necessary corporate action of the Companyaction. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. SECTION 3.03.

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

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and have been duly authorized by all necessary corporate action, except for the required approval of the Company holders of the Company's capital stock in connection with the consummation of the Merger. This Agreement and the Merger have been duly authorized by all necessary corporate action of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its termsthe NYBCL.

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

Corporate Authorization. The Company has the corporate power and authority to execute and deliver this Agreement and to consummate the Exchange Transaction and the other transactions contemplated hereby and to perform each of its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Exchange Transaction and the other transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action of the Company. This Agreement has been duly and validly executed and delivered authorized by the Company and constitutes a valid and binding agreement Board of Directors of the Company, enforceable against and no further authorization is required, including the Company in accordance with its termsapproval of the stockholders of the Company.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of powers, subject to the Company conditions set forth in this Agreement. This Agreement, the Merger, and the transactions contemplated hereby have been duly authorized by all necessary corporate action action. Assuming due authorization, execution and delivery of the Company. This this Agreement has been duly by Aperian and validly executed and delivered by the Company and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.and

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval by the Company's stockholders of the Company Merger and the Charter Amendment, have been duly authorized by all necessary corporate action of the Companyaction. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action of the Company(including all necessary stockholder action). This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. SECTION 3.03.

Corporate Authorization. The execution, delivery and ----------------------- performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except as set forth in the Company and following sentence, have been duly authorized by all necessary corporate action action. The affirmative vote of the holders of a majority of the Shares approving this Agreement is the only vote of the holders of the Company's capital stock necessary to approve the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company it in accordance with its termsthe terms hereof and thereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.

Corporate Authorization. The execution, delivery and performance by the Company Corporation of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action of the Company. This Corporation, and this Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company Corporation. The AREN Shares to be issued in accordance with its termsthis Agreement shall be duly authorized and, upon such issuance, will be validly issued, fully paid and non-assessable.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action of the Companyand shareholder action. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, Company enforceable against the Company it in accordance with its terms, except (a) as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and (b) for limitations imposed by general principles of equity.

Corporate Authorization. The execution, delivery and performance by ----------------------- the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except for any required approval by Company's stockholders, which shall have been obtained prior to the Company and Closing, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms, except as (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

Corporate Authorization. The execution, delivery and performance by the Company ----------------------- Acquiror of this Agreement and the consummation by the Company Acquiror of the transactions contemplated hereby are within the corporate powers of Acquiror and, except for the Company and Acquiror Stockholder Approval, have been duly authorized by all necessary corporate action action. Assuming that this Agreement constitutes the valid and binding obligation of the Company. This , this Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the CompanyAcquiror, enforceable against the Company in accordance with its terms.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and have been duly authorized by all necessary corporate action, except for the required approval of the Company holders of the Company's capital stock in connection with the consummation of the Merger. This Agreement and the Merger have been duly authorized by all necessary corporate action of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its termsthe CGCL.

Corporate Authorization. (ai The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action and, except for any required approval of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.'s

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except as set forth in the Company and following sentence, have been duly authorized by all necessary corporate action action. The affirmative vote of the holders of two-thirds of the outstanding Shares, if necessary, is the only vote of the holders of the Company's capital stock necessary to approve the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers of and have been duly authorized by all necessary corporate action. This Agreement and the Company and Merger have been duly authorized by all necessary corporate action of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its termsthe NRS.

Corporate Authorization. The Company has full corporate or other organizational power and authority to execute, deliver and perform its obligations under, and consummate the transactions contemplated by, this Agreement. Subject only to the approval of this Agreement and the Merger and other transactions contemplated by this Agreement by the holders of a majority of the Shares entitled to vote on such matters at the Company Shareholders Meeting duly called and held for such purpose (the “Company Shareholder Approval”), the execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the corporate powers of the Company and have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except for the Company and Stockholder Approval, have been duly authorized by all necessary corporate action action. Assuming that this Agreement constitutes the valid and binding obligation of Acquiror, this Agreement constitutes the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the corporate powers of the Company and and, except as set forth in the following sentence, have been duly authorized by all necessary corporate action action. The affirmative vote of the holders of a majority of the shares of Company Stock in favor of adoption of this Agreement is the only vote of the holders of the Company's capital stock necessary to approve the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

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

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby Transactions are within the Company's corporate powers and, except for any required approval by the Shareholders and the Public Shareholders in connection with the consummation of the Company and Transactions, this Agreement will have been duly authorized by all necessary corporate action of the Companyaction. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.. Section 3.3

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