Each of Parent and Merger Sub has the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein.  The execution, delivery and performance of this Agreement and the other Transaction Documents by each of Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated herein or therein have been duly authorized by all necessary corporate action or stockholder action on the part of Parent and Merger Sub.  This Agreement and the other Transaction Documents to which Parent and Merger Sub is or will be a party have been, or upon execution and delivery by each of Parent and Merger Sub will be, duly and validly executed and delivered by the Parent and Merger Sub and, assuming that this Agreement and the other Transaction Documents constitute the valid and binding agreement of the other parties hereto and thereto, constitute, or upon execution and delivery will constitute, the valid and binding obligations of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with their respective terms and conditions, except that the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).