Common use of Due Organization and Authorization Clause in Contracts

Due Organization and Authorization. Stockholder, if it is a corporation or trust, is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed. Stockholder possesses the requisite power and authority to execute, deliver, and perform this Agreement, to appoint Purchaser and Parent (or any nominee thereof) as its Proxy (as defined below), and to consummate the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by or on behalf of Stockholder and, assuming that it has been duly authorized and validly executed and delivered by Parent and Purchaser, constitutes a legal, valid, and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law). There is no beneficial owner of any of the Shares set forth opposite Stockholder's name on Exhibit A hereto or other beneficiary or holder of any other interest therein whose consent is required for the execution and delivery of this Agreement or for the consummation by Stockholder of the transactions contemplated hereby.

Due Organization and Authorization. StockholderShareholder, if it is a corporation or trust, is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed. Stockholder Shareholder possesses the requisite power and authority to execute, deliver, and perform this Agreement, to appoint Purchaser Merger Sub and Parent (or any nominee thereof) as its Proxy (as defined below), and to consummate the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by or on behalf of Stockholder Shareholder and, assuming that it has been duly authorized and validly executed and delivered by Parent and PurchaserMerger Sub, constitutes a legal, valid, and binding obligation of StockholderShareholder, enforceable against Stockholder Shareholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). There is no beneficial owner of any of the Shares set forth opposite StockholderShareholder's name on Exhibit A hereto or other beneficiary or holder of any other interest therein whose consent is required for the execution and delivery of this Agreement or for the consummation by Stockholder Shareholder of the transactions contemplated hereby.