Authority. The Company has the corporate power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the Exchange have been duly authorized by all necessary corporate action on the part of the Company, and no further approval or authorization is required on the part of the Company. This Agreement will be valid and binding on the Company and enforceable against the Company in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.
Authority. The Company has the corporate powerexecution and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Exchangetransactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no further approval or authorization is required on the part of the Company. This Agreement will behas been duly executed and delivered by the Company, and this Agreement constitutes the legal, valid and binding onobligation of the Company andCompany, enforceable against the Company in accordance with its terms, except as the same maysuch enforcement shall be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar lawslaw affecting the enforcement of creditorscreditors’ rights generally and subject to general equitable principles, regardlessprinciples of whether such enforceability is considered in a proceeding at law or in equity.
Authority. The Company has theall corporate right, power and authority to enter into, execute and deliver this Agreement and each other agreement, document, instrument and certificate to carry out its obligations hereunder. The execution, delivery and performancebe executed by the Company of this Agreement andin connection with the consummation of the Exchange have been duly authorized by all necessarytransactions contemplated hereby, and to perform fully its obligations hereunder and thereunder. All corporate action on the part of the Company, its directors and no further approval orstockholders necessary for the # authorization is required onexecution, delivery and performance of this Agreement by the partCompany; and # authorization, sale, issuance and delivery of the Company.Shares contemplated hereby and the performance of the Company’s obligations under this Agreement has been taken. This Agreement will behas been duly executed and delivered by the Company and constitutes a legal, valid and binding onobligation of the Company andCompany, enforceable against the Company in accordance with its terms, except assubject to laws of general application relating to bankruptcy, insolvency and the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transferrelief of debtors and rules of law governing specific performance, injunctive relief or conveyance, moratorium or similar laws affecting the enforcementother equitable remedies, and to limitations of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.public policy.
Authority. The CompanyStockholder has the corporate power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the CompanyStockholder of this Agreement and the consummation of the Exchange have been duly authorized by all necessary corporate action on the part of the Company,Stockholder, and no further approval or authorization is required on the part of the Company.Stockholder. This Agreement will be valid and binding on the CompanyStockholder and enforceable against the CompanyStockholder in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.
Authority. The Company has theall requisite corporate power and authorityauthority, as applicable, to executeexecute, deliver and deliverperform its respective obligations under this Agreement. This Agreement has been duly and to carry out its obligations hereunder. The execution, deliveryvalidly authorized, executed and performancedelivered by the Company of this Agreement and the consummation of the Exchange have been duly authorized by all necessary corporate action on the part of the Company, and no further approval or authorization is required on the part of the Company. This Agreement will be valid and binding on the Company and enforceable against the Company in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.
Authority. The Company has theall requisite corporate power and authority to execute and deliverenter into this AgreementAgreement, to perform its obligations hereunder and to carry out its obligations hereunder. The execution, deliveryconsummate the transactions contemplated hereby. This Agreement has been duly and performancevalidly authorized, executed and delivered by the Company of this Agreement and constitutes the consummation of the Exchange have been duly authorized by all necessary corporate action on the partlegal, valid and binding agreement of the Company, and no further approval or authorization is required on the part of the Company. This Agreement will be valid and binding on the Company and enforceable against the Companyit in accordance with its terms, except as the sameenforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratoriumreorganization or similar laws affecting the enforcement of creditorscreditors’ rights generally andor general equitable principles, regardlessprinciples of whether such enforceability is considered in a proceeding at law or in equity.
Authority. The Company has the corporateall necessary power and authority to executeenter into, and deliverbe bound by the terms of, this AgreementAgreement, and to carry out its obligations hereunder. Thethe execution, delivery and performance byof the Company ofundertakings contemplated by this Agreement and the consummation of the Exchange have been duly authorized by all necessary corporate action on the part of the Company, and no further approval or authorization is required on the part of the Company. This Agreement will be valid and binding on the Company and enforceable against the Company in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.
Authority.Authorization. The Company has the corporatepossesses all requisite power and authority to executeexecute, deliver and deliverperform its obligations under this Agreement and the other Transaction Documents to carry out its obligations hereunder.which the Company is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party have been duly authorized by the Company. All corporate actions and proceedings required to be taken by or on the part of the Company to authorize and permit the execution, delivery and performance by the Company of this Agreement and the consummation ofother Transaction Documents which the ExchangeCompany is a party have been duly authorizedand properly taken. This Agreement has been, and each other Transaction Document to which the Company is a party has been or will be, duly executed and delivered by all necessary corporate action on the part of the Company, and no further approval or authorization is required on the part of the Company. This Agreement constitutes, and each other Transaction Document to which the Company is a party constitutes or will beconstitute, when so duly executed and delivered, a valid and binding onobligation of the Company andCompany, enforceable against the Company in accordance with its terms, except asin each case subject to the same may be limited byeffect of any applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance,insolvency, moratorium or similar lawsLaws affecting the enforcement of creditorscreditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles, regardlessprinciples of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equity.law).
Authority. The Company is validly existing and in good standing under the laws of the jurisdiction of its organization and has the corporate power and authority to executeenter into this Agreement. This Agreement has been duly executed and deliver this Agreementdelivered by Company and to carry outconstitutes the valid and binding obligation of Company, enforceable against it in accordance with its obligations hereunder.terms. The execution, delivery and performance by the Company of this Agreement and the consummation of the Exchange havehas been duly authorized by all necessary corporate actionactions on the part of the Company, its officers and no further approval or authorization is required on the part of the Company. This Agreement will be valid and binding on the Company and enforceable against the Company in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.directors.
Authority.Authorization; Enforcement. The Company has the requisite corporate power and authority to executeenter into and deliverto consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder.hereunder and thereunder. The execution,execution and delivery and performanceof this Agreement by the Company of this Agreement and the consummation by it of the Exchangetransactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company,Company and no further approval or authorizationaction is required onby the partCompany, the Board of Directors or the Company.Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement has been (or upon delivery will behave been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding onobligation of the Company and enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the sameavailability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.law.
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