Common use of Authority; Binding Nature of Agreement Clause in Contracts

Authority; Binding Nature of Agreement. The Company has all requisite corporate power and authority, and has taken all corporate action necessary, to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, the Company and its stockholders, (b) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (c) resolved that the Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations of the Company and is enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company (a) Each of Meadow and Merger Sub has all requisite corporate power and authority, and has taken all corporate action necessary, authority to execute and deliver and this Agreement, to perform its obligations under hereunder and, subject, with respect to Meadow, to receipt of the Meadow Stockholder Approval, with respect to Merger Sub, the adoption of this Agreement by Meadow in its capacity as sole stockholder of Merger Sub, to consummate the Contemplated Transactions. The Meadow Board has adopted resolutions, by vote at a meeting duly called, (i) determining that the Contemplated Transactions, including the Merger and the issuance of shares of Meadow Common Stock pursuant to this Agreement (the “Meadow Share Issuance”), are advisable and in the best interests of Meadow and its stockholders, (ii) approving and declaring advisable this Agreement and the Contemplated Transactions, and (iii) resolved to consummate make the TransactionsMeadow Board Recommendation. Except for the filing As of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, the Company and its stockholders, (b) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (c) resolved that the Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, such resolutions have not been subsequently amended, withdrawn amended or modified as of the date of this Agreementwithdrawn. This Agreement has been duly executed and delivered by Xxxxxx and Xxxxxx Sub and, assuming the Company, and assuming due authorization, execution and delivery by Parent and PurchaserXxxx, this Agreement constitutes the legal, valid and binding obligations obligation of the Company Meadow and is Merger Sub, enforceable against the Company each of Meadow and Merger Sub in accordance with its terms, subject to (i) laws of general application relating to bankruptcyexcept, insolvency in each case, as enforcement may be limited by the Bankruptcy and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesEquity Exception.

Authority; Binding Nature of Agreement. The Company has all the requisite corporate power and authority, and has taken all corporate action necessary, authority to execute and deliver enter into and to perform its obligations under this Agreement. The Company Board, at a meeting duly called and held, has unanimously: (a) determined that this Agreement, the Offer, the Merger, the Top-Up Option and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the Company's stockholders; (b) duly and validly authorized and approved the execution, delivery and performance of this Agreement by the Company; (c) declared that this Agreement is advisable; and (d) resolved to consummate make the TransactionsCompany Recommendation. Except for The execution and delivery of this Agreement by the filing Company and the consummation by the Company of the certificate of merger with Merger have been duly authorized by all necessary corporate action on the Secretary of State part of the State of DelawareCompany, and no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) has (a) determined that this Agreement and the Transactionsother than, including the Offer and with respect to the Merger, are fair and advisable to, and in the best interest of, the Company and its stockholders, (b) approved the execution, delivery and performance by the Company adoption of this Agreement by the holders of a majority of the then outstanding Company Shares (if required under the DGCL) and the consummation filing of the Transactions, including appropriate merger documents as required by the Offer and the Merger, (c) resolved that the Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this AgreementDGCL. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery of this Agreement by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has all the requisite corporate power and authority, and has taken all corporate action necessary, authority to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. Except for the filing The Board of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part Directors of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) has (a) unanimously determined that this Agreement and the Transactionstransactions contemplated hereby, including the Offer and the Merger, are advisable and fair and advisable to, to and in the best interest of, interests of the Company and its stockholders, (b) unanimously authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactionstransactions contemplated hereby, including the Offer and the Merger and the Stockholder Tender Agreements and the transactions contemplated thereby, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the Merger, this Agreement and the other transactions contemplated hereby, and the Stockholder Tender Agreements and the transactions contemplated thereby, are not and shall not be subject to any of the restrictions on "business combinations" set forth in Section 203 of the DGCL, subject to the accuracy of Parent's representation set forth in the third sentence of Section 4.16 hereof, and (c) resolved that the Agreement shall be subject to Section 251(h) unanimously recommended acceptance of the DGCL and (d) resolved to recommend that Offer by the stockholders holders of the Company tender their shares to Parent or Purchaser, as applicable, pursuant to Common Stock and the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date adoption of this AgreementAgreement by the holders of Company Common Stock (the unanimous recommendations referred to in this clause (c) are collectively referred to in this Agreement as the "RECOMMENDATIONS"). This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are advisable and fair and advisable to, and in the best interest of, the Company and its stockholders, (b) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (c) resolved agreed that the Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include which resolutions have not (unless the Company Board makes a Company Adverse Change in Recommendation after the date hereof in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to accordance with Section 6.1, have not 6.1(b)) been subsequently amended, withdrawn or modified as of the date of this Agreementin a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations of the Company and is enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law and general principles of equity governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are advisable and fair and advisable to, and in the best interest of, the Company and its stockholders, (b) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (c) resolved agreed that the Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, resolutions have not been subsequently amended, withdrawn or modified as of in a manner adverse to Parent (unless the Company Board makes a Company Adverse Change Recommendation after the date of this Agreementhereof in accordance with Section 6.1(b)). This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations of the Company and is enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate right, power and authority, and has taken all corporate action necessary, authority to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. Except for the filing The board of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part directors of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) has as of the date of this Agreement has: (a) unanimously determined that this Agreement and the Transactions, including the Offer and the Merger, are Merger is fair and advisable to, and in the best interest interests of, the Company and its stockholders, shareholders; (b) unanimously determined that considering the financial position of the Company and Merger Sub, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of the Company to its creditors; (c) unanimously authorized and approved the execution, delivery and performance of this Agreement by the Company of and unanimously approved this Agreement Agreement, the Merger and the consummation of the other Contemplated Transactions, including the Offer and the Merger, (c) resolved that the Agreement shall be subject to Section 251(h) of the DGCL ; and (d) resolved to recommend unanimously recommended the approval of this Agreement, the Merger and the other Required Approval Transactions by the holders of Company Ordinary Shares and directed that this Agreement, the stockholders of Merger and the Company tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to other Required Approval Transactions be submitted for consideration by the Company’s stockholders, which resolutions, subject to shareholders at the Company Shareholders’ Meeting (as defined in Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this Agreement5.2(b)). This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and assuming the due authorization, execution and delivery of this Agreement by Parent and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is Company, enforceable against the Company in accordance with its terms, subject to to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Each Acquired Company has all requisite necessary corporate power and authority, and has taken all corporate action necessary, authority to execute and deliver enter into and to perform its obligations under this Agreement and the Ancillary Agreements to consummate which it is a party. The execution and delivery by the Transactions. Except for Company of this Agreement and the filing Ancillary Agreements to which it is a party and, subject to the Required Company Stockholder Vote, which is the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Company of the certificate of merger with the Secretary of State of the State of Delaware, no transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and other corporate proceedings action on the part of the Company are necessary to authorize the consummation Company. The Board of Directors of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) has (a) determined that this Agreement the Merger is advisable and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, interests of the Company and its stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger, and (c) recommended the adoption of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (c) resolved that the Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of by the Company tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, Stockholders and to include directed that this Agreement be submitted for consideration by the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this AgreementStockholders by written consent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, authority to execute enter into and deliver and and, subject to obtaining the Required Company Stockholder Vote, to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing The Board of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part Directors of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, the Company and its stockholders, (b) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (c) resolved that the Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and, if applicable, approve the adoption of this Agreement and to include the Company Board Recommendation in Merger, and (d) authorized and approved the Schedule 14D-9 when disseminated to Top-Up and the Company’s stockholdersissuance of the Top-Up Shares, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this Agreementin a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligations of the Company and is enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing The Board of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) Directors has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (cd) resolved that the Agreement Merger shall be subject to effected under Section 251(h) of the DGCL and (de) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares Shares to Parent or Purchaser, as applicable, Purchaser pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1‎Section 6.01, have not been subsequently amended, withdrawn or modified in a manner adverse to Parent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application applicability relating to bankruptcyor affecting creditors’ rights, insolvency and by general equitable principles. If the relief Merger is consummated in accordance with Section 251(h) of debtors and (ii) rules the DGCL as contemplated hereby, no vote of law governing specific performancethe Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions, injunctive relief and other equitable remediesassuming the accuracy of the representations set forth in ‎Section 4.08.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, authority to execute enter into and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, Transactions are fair and advisable to, and in the best interest of, the Company and its stockholders, (b) determined that the Merger shall be governed and effected in accordance with Section 251(h) of the DGCL, (c) authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (c) resolved that the Agreement shall be subject to Section 251(h) of the DGCL Transactions and (d) resolved to recommend that the stockholders holders of Shares accept the Company Offer and tender their shares Shares to Parent or Purchaser, as applicable, Purchaser pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have has not been subsequently amendedwithdrawn, withdrawn rescinded or modified in a manner adverse to Parent as of the date of this Agreement. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and to consummate the Transactions. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligations of the Company and is enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) The Company has all requisite corporate power and authority, and has taken all corporate action necessary, to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing board of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part directors of the Company are necessary to authorize the consummation as of the Transactions. Prior to the date of this Agreement, the Company Board Agreement has: (at a meeting duly called and heldi) has (a) unanimously determined that this Agreement and the Transactions, including the Offer and the Merger, are Merger is fair and advisable to, and in the best interest interests of, the Company and its stockholdersshareholders; (ii) unanimously determined that considering the financial position of the Company and Merger Sub, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of the Company to its creditors; (biii) unanimously authorized and approved the execution, delivery and performance of this Agreement by the Company and unanimously approved this Agreement, the Merger and the other Contemplated Transactions; and (iv) unanimously recommended the approval of this Agreement Agreement, the Merger and the consummation other Required Approval Transactions by the holders of Company Shares and directed that this Agreement, the Transactions, including the Offer Merger and the Merger, (c) resolved that the Agreement shall other Required Approval Transactions be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to submitted for consideration by the Company’s stockholders, which resolutions, subject to shareholders at the Company Shareholders’ Meeting (as defined in Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this Agreement7.2(b)). This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and assuming the due authorization, execution and delivery of this Agreement by Parent and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is Company, enforceable against the Company in accordance with its terms, subject to to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Closing Fees and Expenses will not exceed $660,000.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing The Board of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) Directors has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, the Company and its stockholders, ; (b) declared it advisable to enter into this Agreement; (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, ; (cd) resolved that the Agreement shall Merger may be subject effected pursuant to Section 251(h) of the DGCL DGCL; and (de) resolved to recommend that the stockholders of the Company tender their shares Shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified in a manner adverse to Parent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application applicability relating to bankruptcyor affecting creditors’ rights, insolvency and by general equitable principles. If the relief Merger is consummated in accordance with Section 251(h) of debtors and (ii) rules the DGCL as contemplated hereby, no vote of law governing specific performance, injunctive relief and other equitable remediesthe Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, authority to execute enter into and deliver and to perform its obligations under this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the TransactionsMerger. Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, Merger are fair and advisable to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (cd) resolved that the Agreement Merger shall be subject to effected under Section 251(h) of the DGCL and (de) resolved to recommend that the stockholders of the Company tender their shares to Parent or Purchaser, as applicable, Purchaser pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this Agreement, have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application applicability relating to bankruptcyor affecting creditors’ rights, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other by general equitable remediesprinciples.

Authority; Binding Nature of Agreement. The Company has all requisite necessary corporate power and authority, and has taken all corporate action necessary, authority to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing Merger and other transactions contemplated hereby, subject to receipt of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Required Company are necessary to authorize the consummation of the TransactionsStockholder Vote. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has (a) determined that this Agreement the Merger is advisable and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, interests of the Company and its stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger, and (c) recommended the adoption of this Agreement by the holders of Company Capital Stock and the consummation of the Transactions, including the Offer and the Merger, (c) resolved directed that the this Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of submitted for consideration by the Company tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this AgreementStockholders by written consent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Except for Section 203 of the DGCL, no Takeover Statute applies or purports to apply to the Company with respect to the Merger, this Agreement or any other agreement delivered pursuant hereto or thereto, or any other transaction contemplated hereby or thereby. The Company Board has taken all action so that LEC will not be prohibited from entering into a “business combination” with the Company (as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement, or the consummation of the Merger or the other transactions contemplated hereby, without any further action on the part of the Company Stockholders or the Company Board.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing The Board of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) Directors has (a) determined that this Agreement Agreement, and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (cd) resolved that the Agreement Merger shall be subject to effected under Section 251(h) of the DGCL and (de) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares Shares to Parent or Purchaser, as applicable, Purchaser pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1‎Section 6.01, have not been subsequently amended, withdrawn or modified in a manner adverse to Parent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent Pxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application applicability relating to bankruptcyor affecting creditors’ rights, insolvency and by general equitable principles. If the relief Merger is consummated in accordance with Section 251(h) of debtors and (ii) rules the DGCL as contemplated hereby, no vote of law governing specific performancethe Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions, injunctive relief and other equitable remediesassuming the accuracy of the representations set forth in ‎Section 4.08.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate right, power and authority, and has taken all corporate action necessary, authority to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. Except for the filing The Board of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part Directors of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) has by a unanimous vote of the directors present (a) determined that this Agreement the Merger is advisable and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, interests of the Company and its stockholders, (b) approved the execution, delivery and performance of this Agreement by the Company Company, and (c) recommended the adoption and approval of this Agreement and the consummation Merger by the holders of Company Capital Stock (the Transactions, including the Offer "Company Board Recommendation") and has submitted this Agreement and the Merger, (c) resolved that Escrow Agreement for consideration by the Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company's stockholders. The Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have has not been subsequently amendedwithdrawn, withdrawn revoked or modified as of modified. No other corporate proceedings by the date of Company are necessary to authorize this AgreementAgreement or consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, Company and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is Company, enforceable against the Company in accordance with its terms, subject to (ix) laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors, and (iiy) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has all the requisite corporate power and authority, and has taken all corporate action necessary, authority to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. Except for the filing The Board of Directors of the certificate Company has (a) determined that the Offer is fair to, and in the best interests of, the Company’s stockholders, (b) authorized and approved the execution, delivery and performance of merger with this Agreement by the Secretary Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendation. The execution and delivery of State this Agreement by the Company and the consummation by the Company of the State Merger have been duly authorized by all necessary corporate action on the part of Delawarethe Company, and no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) has (a) determined that this Agreement and the Transactionsother than, including the Offer and with respect to the Merger, are fair and advisable to, assuming the accuracy of Parent’s representations and warranties in the best interest ofSection 4.7, the Company and its stockholders, (b) approved the execution, delivery and performance by the Company adoption of this Agreement by the holders of a majority of the then outstanding Company Shares (if required under the DGCL) and the consummation filing of the Transactions, including appropriate merger documents as required by the Offer and the Merger, (c) resolved that the Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this AgreementDGCL. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery of this Agreement by Parent and PurchaserAcquisition Sub, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are advisable and fair and advisable to, and in the best interest of, the Company and its stockholders, (b) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (c) resolved agreed that the this Agreement shall be subject to Section 251(h) of the DGCL DGCL, and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares Shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this Agreementin a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations of the Company and is enforceable against the Company in accordance with its terms, subject to (i) laws Legal Requirements of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, authority to execute enter into and deliver and to perform its obligations under this Agreement and and, subject to obtaining the Company Required Vote, to consummate the Transactions. Except for The execution and delivery of this Agreement by the filing Company, the performance by the Company of its obligations hereunder, and the consummation of the certificate of merger with Transactions have been duly authorized by all necessary corporate action on the Secretary of State part of the State of Delaware, Company and no other additional corporate proceedings actions on the part of the Company are necessary to authorize (a) the execution and delivery of this Agreement by the Company; (b) the performance by the Company of its obligations hereunder; or (c) except for the receipt of the Company Required Vote, the consummation of the Transactions. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has (a) determined that the entry into this Agreement and the consummation of the Transactions, including the Offer and the Merger, are advisable and fair and advisable to, and in the best interest of, the Company and its stockholders, (b) authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer Merger and the Merger, (c) resolved that the Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include make the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholdersRecommendation, which resolutions, subject to Section 6.15.1, have not been subsequently amended, withdrawn or modified as of the date of this Agreementin a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent Xxxxxx and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligations of the Company and is enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are advisable and fair and advisable to, and in the best interest of, the Company and its stockholders, (b) authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (c) resolved that the Agreement Merger shall be subject to effected under Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares to Parent or Purchaser, as applicable, Purchaser pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1as of the Agreement Date, have not been subsequently amended, withdrawn or modified as of the date of this Agreementin a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations of the Company and is enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Assuming the Transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, the Company has all requisite necessary corporate right, power and authority, and has taken all corporate action necessary, authority to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the Transactions. Except for The execution, delivery and performance of this Agreement by the Company and, the consummation by the Company of the Transactions, has been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement or (other than the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on ) the part consummation by the Company of the Company are necessary to authorize the consummation of the TransactionsMerger. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has (ai) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair and advisable to, and it is in the best interest of, interests of the Company and its stockholders, and approved and declared advisable this Agreement and the Transactions; (bii) approved the executionexecution and delivery of this Agreement by the Company, delivery and the performance by the Company of its covenants and other obligations in this Agreement Agreement, and the consummation of the Transactions, including Transactions upon the terms and subject to the conditions set forth in this Agreement; (iii) recommended that the Company Stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the MergerOffer (collectively, the “Company Board Recommendation”) and (civ) resolved that the Agreement Merger shall be subject to effected under Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this AgreementDGCL. This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming due authorization, execution and delivery by Parent and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, authority to execute enter into and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, the Company and its stockholders; (b) declared it advisable to enter into this Agreement, (bc) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, ; (cd) resolved agreed that the Agreement Merger shall be subject effected pursuant to Section 251(h) of the DGCL and (de) resolved to recommend that the stockholders of the Company tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified in a manner adverse to Parent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application applicability relating to bankruptcyor affecting creditors’ rights, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other by general equitable remediesprinciples.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing The Board of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) Directors has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (cd) resolved that the Agreement Merger shall be subject to effected under Section 251(h) of the DGCL and (de) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares Shares to Parent or Purchaser, as applicable, Purchaser pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.16.01, have not been subsequently amended, withdrawn or modified in a manner adverse to Parent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application applicability relating to bankruptcyor affecting creditors’ rights, insolvency and by general equitable principles. If the relief Merger is consummated in accordance with Section 251(h) of debtors and (ii) rules the DGCL as contemplated hereby, no vote of law governing specific performancethe Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions, injunctive relief and other equitable remediesassuming the accuracy of the representations set forth in Section 4.08.

Authority; Binding Nature of Agreement. The Company has all the requisite corporate power and authority, and has taken all corporate action necessary, authority to execute and deliver enter into and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. Except for the filing The Board of Directors of the certificate Company has (a) determined that the Offer is fair to, and in the best interests of, the Company's stockholders, (b) authorized and approved the execution, delivery and performance of merger with this Agreement by the Secretary Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendation. The execution and delivery of State this Agreement by the Company and the consummation by the Company of the State Merger have been duly authorized by all necessary corporate action on the part of Delawarethe Company, and no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) has (a) determined that this Agreement and the Transactionsother than, including the Offer and with respect to the Merger, are fair and advisable to, assuming the accuracy of Parent's representations and warranties in the best interest ofSection 4.7, the Company and its stockholders, (b) approved the execution, delivery and performance by the Company adoption of this Agreement by the holders of a majority of the then outstanding Company Shares (if required under the DGCL) and the consummation filing of the Transactions, including appropriate merger documents as required by the Offer and the Merger, (c) resolved that the Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this AgreementDGCL. This Agreement has been duly executed and delivered by on behalf of the CompanyCompany and, and assuming the due authorization, execution and delivery of this Agreement by Parent and PurchaserAcquisition Sub, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for The execution, delivery and performance by the filing Company of this Agreement and the consummation by the Company of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings Transactions have been duly authorized by all necessary action on the part of the Company are necessary to authorize and the consummation of the TransactionsCompany Board. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, Transactions are fair and advisable to, and in the best interest of, the Company and its stockholders, (b) determined that the Merger shall be governed and effected in accordance with Section 251(h) of the DGCL, (c) authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (c) resolved that the Agreement shall be subject to Section 251(h) of the DGCL Transactions and (d) resolved to recommend that the stockholders holders of Shares accept the Company Offer and tender their shares Shares to Parent or Purchaser, as applicable, Purchaser pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholdersand, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this Agreement, the Company Board Recommendation has not been withdrawn, rescinded or modified. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are advisable and fair and advisable to, and in the best interest of, the Company and its stockholders, (b) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (c) resolved agreed that the Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include which resolutions have not (unless the Company Board makes a Company Adverse Change Recommendation after the date hereof in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to accordance with Section 6.1, have not 6.1(b)) been subsequently amended, withdrawn or modified as of the date of this Agreementin a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations of the Company and is enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law and general principles of equity governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing The Board of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) Directors has (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (cd) resolved that the Agreement Merger shall be subject effected pursuant to Section 251(h) of the DGCL and (de) resolved to recommend that the stockholders of the Company tender their shares Shares to Parent or Purchaser, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified in a manner adverse to Parent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application applicability relating to bankruptcyor affecting creditors’ rights, insolvency and by general equitable principles. Following the relief Offer Acceptance Time, assuming satisfaction of debtors and (ii) rules the Minimum Condition, no vote of law governing specific performance, injunctive relief and other equitable remediesthe Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authorityauthority to enter into and, and has taken all corporate action necessarysubject to consummation of the Offer, to execute and deliver and to perform its obligations under this Agreement and to consummate the TransactionsAgreement. Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has has: (a) unanimously determined that that, as of the date of this Agreement Agreement, the Merger is advisable and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest interests of, the Company and its stockholders, resolving that the Merger shall be governed by Section 251(h) of the DGCL; (b) unanimously authorized and approved the execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation of the Transactions, including the Offer and unanimously approved the Merger, ; and (c) resolved that the Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company tender their shares to Parent or Purchaserunanimously recommended, as applicable, pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1, have not been subsequently amended, withdrawn or modified as of the date of this Agreement. This Agreement has been duly executed and delivered by , that the Company, ’s stockholders accept the Offer and assuming tender their Shares pursuant to the Offer (the “Company Board Recommendation”). Assuming the due authorization, execution and delivery of this Agreement by Parent and PurchaserMerger Sub, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is Company, enforceable against the Company in accordance with its terms, subject to (i) laws the Enforceability Exceptions. 2.23 Inapplicability of general application relating Section 203 of the DGCL. Assuming the accuracy of the representation by Parent and Merger Sub set forth in Section 3.9, the Company Board has taken all actions necessary to bankruptcyensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are not, insolvency and will not be, applicable to the relief execution, delivery or performance of debtors and (ii) rules this Agreement, the Support Agreements, or to the consummation of law governing specific performancethe Offer, injunctive relief and the Merger or any of the other equitable remedies.Contemplated Transactions. 2.24

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, to execute and deliver and enter into and, subject to consummation of the Offer, to perform its obligations under this Agreement and to consummate the Contemplated Transactions. Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has has: (a) unanimously determined that this Agreement the Merger is advisable and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest interests of, the Company and its stockholders, subject to the right of the Company Board to make a Company Adverse Change in Recommendation pursuant to Section 5.1, resolving that the Merger shall be governed by Section 251(h) of the DGCL; (b) unanimously authorized and approved the execution, delivery and performance of this Agreement by the Company of this Agreement and unanimously approved the consummation of Merger; and (c) unanimously recommended that the Transactions, including Company’s stockholders accept the Offer and the Merger, (c) resolved that the Agreement shall be subject to Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company tender their shares Shares to Parent or Purchaser, as applicable, Purchaser pursuant to the Offer, and to include Offer (the “Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholdersRecommendation”), which resolutions, subject to the right of the Company Board to make a Company Adverse Change in Recommendation pursuant to Section 6.15.1, have not been subsequently amended, withdrawn or modified as of the date of this Agreementmodified. This Agreement has been duly executed and delivered by the Company, and assuming the due authorization, execution and delivery of this Agreement by Parent and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions.

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, to execute enter into and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the The Company Board (at a meeting duly called and held) has unanimously (a) determined that this Agreement and the Transactions, including the Offer and the Merger, are advisable and fair and advisable to, and in the best interest of, the Company and its stockholders, (b) authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (c) resolved that the Agreement Offer and the Merger shall be subject to effected under Section 251(h) of the DGCL and (d) resolved to recommend that the stockholders of the Company tender their shares Shares to Parent or Purchaser, as applicable, Purchaser pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.1as of the Agreement Date, have not been subsequently amended, withdrawn or modified as of the date of this Agreementin a manner adverse to Parent. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligations of the Company and is enforceable against the Company in accordance with its terms, subject to (i) laws Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesremedies (the “Bankruptcy and Equity Exceptions”).

Authority; Binding Nature of Agreement. The Company has all requisite the corporate power and authority, and has taken all corporate action necessary, authority to execute and deliver and to perform its obligations under this Agreement and to consummate the Transactions. Except for the filing The Board of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, the Company Board (at a meeting duly called and held) Directors has (a) determined that this Agreement Agreement, and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, the Company and its stockholders, (b) declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Offer and the Merger, (cd) resolved that the Agreement Merger shall be subject to effected under Section 251(h) of the DGCL and (de) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares Shares to Parent or Purchaser, as applicable, Purchaser pursuant to the Offer, and to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, which resolutions, subject to Section 6.16.01, have not been subsequently amended, withdrawn or modified in a manner adverse to Parent as of the date of this Agreement. This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligations obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application applicability relating to bankruptcyor affecting creditors’ rights, insolvency and by general equitable principles. If the relief Merger is consummated in accordance with Section 251(h) of debtors and (ii) rules the DGCL as contemplated hereby, no vote of law governing specific performancethe Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions, injunctive relief and other equitable remediesassuming the accuracy of the representations set forth in Section 4.08.