Common use of Authority Relative to Agreement Clause in Contracts

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Company Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Requisite Stockholder Approval and the occurrence of the stockholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such advisory vote (the “Company Stockholder ApprovalAdvisory Vote”), to consummate the transactions contemplated by this Agreementhereby, including the Merger. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt Requisite Stockholder Approval and the occurrence of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) Advisory Vote, no other corporate action or proceeding Action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (Ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (Bii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding proceeding therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Company Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvencyinsolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and, subject (in the case of the Merger) to obtaining the Company Stockholder Approval, to consummate the transactions contemplated by this Agreementhereby (other than the Second Merger). The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreementhereby (other than the Second Merger), have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) the filing of the Certificate of First Merger with the Delaware Secretary and the Certificate of State) Second Merger with the Delaware Secretary, no other corporate action or proceeding Proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreementhereby (other than the Second Merger). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (Ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (Bii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtbrought (collectively, the “Bankruptcy and Equity Exception”).

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform all of its obligations under this Agreement hereunder and, subject (in the case of the Merger) to obtaining any necessary approval of its stockholders as contemplated by the Company Stockholder Approvalprovisions of this Agreement, to consummate the transactions contemplated by this AgreementMerger. The execution, execution and delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Company's Board of Directors, and no other corporate actions on the part of the Company are necessary to authorize the execution and delivery of this Agreement. The execution and delivery of the Voting Agreement by Parent have been duly and validly authorized by the Company's Board of Direc tors pursuant to Section 203 of the DGCL. No other corporate action is necessary to consummate the transactions contemplated hereby (other than, with respect to the Merger, approval by the Company's stockholders at the Stockholders' Meeting). This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (Ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights and remedies generally and (Bii) the remedies remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding proceeding therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement andhereunder and to consummate the transactions contemplated hereby, including the Merger, subject (solely in the case of the MergerMerger to obtaining, at the Stockholders’ Meeting, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Stockholders’ Meeting in favor of the adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) to obtaining contained in this Agreement (the Company “Requisite Stockholder Approval, to consummate the transactions contemplated by this Agreement”). The execution, execution and delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this AgreementAgreement or to consummate the transactions contemplated hereby, including the Merger (other than, with respect to the consummation of the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of by Parent and Merger Sub, this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except that (A) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Lawslaws of general applicability relating to or affecting creditor’s rights, now or hereafter in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtgeneral equitable principles).

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and, subject (in the case of the Merger) to obtaining the Company Requisite Stockholder Approval, to consummate the transactions contemplated by this Agreementhereby, including the Merger. The execution, execution and delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this AgreementAgreement or to consummate the transactions contemplated hereby, including the Merger (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval as well as the filing of the Certificate of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of by Parent and Merger Sub, this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except that (A) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar LawsLaws of general applicability relating to or affecting creditor’s rights, now or hereafter in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtgeneral equitable principles).

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Company Stockholder Approval, and to consummate the transactions contemplated by this Agreementhereby, including the Merger. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding Action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (Ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (Bii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding proceeding therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and, subject (in the case of the Merger) to obtaining the Company Stockholder Approval, to consummate the transactions contemplated by this Agreementhereby (other than the Second Merger). The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this AgreementAgreement (other than the Second Merger), have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing the acceptance for record of the Certificate Articles of First Merger with by the Delaware Secretary of State) SDAT, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this AgreementAgreement (other than the Second Merger). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (Ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (Bii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary corporate corporate, partnership or limited liability company power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and, subject (in the case to receipt of the Merger) to obtaining the Company Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this AgreementAgreement or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of by Buyer and Acquisition Sub, this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except that (A) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Lawslaws of general applicability relating to or affecting creditor’s rights, now or hereafter in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtgeneral equitable principles).

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Company Stockholder Approval, hereunder and to consummate the transactions contemplated by this Agreement. The executionhereby (other than, delivery and performance of this Agreement by the Company, and with respect to the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Requisite Stockholder Approval Approval). The execution and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this AgreementAgreement or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of by Buyer and Acquisition Sub, this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except that (A) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Lawslaws of general applicability relating to or affecting creditor's rights, now or hereafter in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtgeneral equitable principles).

Authority Relative to Agreement. (a) The Company Each of the Sellers has all necessary corporate full power and authority to executeenter into, execute and deliver this Agreement and the Additional Documents to which it is a party and to perform and observe fully its obligations under this Agreement and, subject (in the case of the Merger) hereunder and thereunder and to obtaining the Company Stockholder Approval, to consummate perform the transactions contemplated by this Agreementhereby and thereby. The executionSellers have taken all action required by law, delivery their certificate of incorporation and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and bylaws (in the case of the Merger, except for the (ior comparable organizational documents) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary otherwise to authorize the execution, delivery and performance of this Agreement by and the Company Additional Documents to which such Person is a party and the consummation by the Company Sellers of the transactions contemplated by this Agreementhereby and thereby. This Agreement has been been, and the Additional Documents to which such Person is a party will be, on or prior to the Closing Date, duly and validly executed and delivered by each of the Company Sellers and, assuming due authorization, execution and delivery of by Parent and Purchaser, this Agreement by constitutes, and each of the other parties hereto, constitutes a legalAdditional Documents when so executed and delivered will constitute, valid and binding obligation legal obligations of the CompanySellers which are parties thereto, enforceable against each of the Company Sellers which are parties thereto, in accordance with its their respective terms, except that (A) as such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Rules affecting the enforcement of creditors’ rights generally, and remedies generally and general principles of equity (B) the remedies regardless of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtwhether such enforceability is considered in a proceeding in law or equity).

Authority Relative to Agreement. (a) The Company has all necessary full corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Company Stockholder Approval, and to consummate the transactions contemplated by this Agreementon its part hereby. The execution, execution and delivery and performance of this Agreement by the Company, and the consummation by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement, on its part hereby have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this AgreementCompany. This Agreement has been duly executed and delivered by each of the Company andand the Shareholder and constitutes the legal, assuming due authorizationvalid and binding obligation of each of the Company and the Shareholder, execution enforceable against each of the Company and delivery the Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each other agreement to be executed in connection with this Agreement by the other parties heretoCompany and the Shareholder on or prior to the Closing Date will be duly executed and delivered by each of the Company and the Shareholder, constitutes as the case may be, and will constitute a legal, valid and binding obligation of each of the CompanyCompany and the Shareholder, enforceable against each of the Company and the Shareholder in accordance with its respective terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, moratorium, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors’ ' rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to general equitable defenses and to the discretion principles (regardless of the court before which any Proceeding therefor may be broughtwhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Company Stockholder Approval, hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this AgreementAgreement or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the adoption of this Agreement and the approval of the Merger by the affirmative vote of a majority of the votes cast by all stockholders entitled to vote at the Stockholders' Meeting (as defined in Section 6.2 hereof) voting together as a class, and the adoption of this Agreement and the approval of the Merger by the affirmative vote of the holders of the Convertible Preferred Stock, voting separately as a class (after giving effect to the redemption of the Prior Preferred Stock required pursuant to Section 5.2 hereof)). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of by Buyer, this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Company Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtbrought (the “Enforceability Exceptions”).

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Company Requisite Stockholder Approval, to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, Agreement have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Requisite Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) Approval, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (Ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights and remedies generally and (Bii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding Action therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement andhereunder and to consummate the transactions contemplated hereby, including the Merger, subject (solely in the case of the Merger) Merger to obtaining obtaining, at the Stockholders’ Meeting, the affirmative vote of the holders of a majority of the outstanding shares of Company Stockholder Approval, Common Stock entitled to consummate vote thereon in favor of the transactions contemplated by this Agreement. The execution, delivery and performance approval of this Agreement by (the Company, “Requisite Stockholder Approval”). The execution and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this AgreementAgreement or to consummate the transactions contemplated hereby, including the Merger (other than, with respect to the consummation of the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Articles of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of by Parent and Merger Sub, this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except that (A) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Lawslaws of general applicability relating to or affecting creditor’s rights, now or hereafter in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtgeneral equitable principles).

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Requisite Stockholder Approval and the occurrence of the stockholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such advisory vote (the “Company Stockholder ApprovalAdvisory Vote”), to consummate the transactions contemplated by this Agreementhereby, including the Merger. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt Requisite Stockholder Approval and the occurrence of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) Advisory Vote, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (Ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (Bii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding proceeding therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary corporate or similar power and authority to execute, deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Company Stockholder ApprovalShareholder Approval and the filing and recordation of appropriate merger documents as required by the ICL, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) the receipt of the Company Stockholder Shareholder Approval and (ii) the filing and recordation of appropriate merger documents as required by the Certificate of Merger with the Delaware Secretary of StateICL) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvencyinsolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary corporate requisite power and authority to execute, deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Company Stockholder Approval, and to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreementhereby, have been duly and validly authorized by all necessary corporate requisite action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreementhereby, other than, with respect to the Merger, the tendering of Shares representing such percentage of Shares that, absent Section 251(h) of the DGCL, would be required to adopt and approve an agreement of merger in accordance with the DGCL and the filing of the Certificate of Merger or other appropriate documents with the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (Ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (Bii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Requisite Shareholder Approval and the occurrence of the shareholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such vote (the “Company Stockholder ApprovalShareholder Advisory Vote”), to consummate the transactions contemplated by this Agreementhereby, including the Merger. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Mergerand, except for the (i) receipt Requisite Shareholder Approval and the occurrence of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) Shareholder Advisory Vote, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (Ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (Bii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding proceeding therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Company Requisite Stockholder Approval, to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, Agreement have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Requisite Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) Approval, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (Ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (Bii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding Action therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary full corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Company Stockholder Approval, and to consummate the Merger and the other transactions contemplated by this Agreementon its part hereby. The executionexecution and delivery by the Company of this Agreement and the consummation of the transactions contemplated on its part hereby have been duly authorized by its Board of Directors, delivery and performance (other than the approval and adoption of this Agreement by the Companyholders of a majority of the then outstanding shares of Common Stock, as provided in Section 6.1 hereof, the filing and recordation of appropriate merger documents as required by the General Corporation Law and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of Statea satisfactory fairness opinion from its financial advisor) no other corporate action or proceeding proceedings on the part of the Company is or its stockholders are necessary to authorize the execution, execution and delivery and performance of this Agreement by the Company and or the consummation by the Company of the transactions contemplated on its part hereby. In that regard, the Company hereby represents that its Board of Directors has (i) determined that the Merger is fair to and in the best interests of the Company's stockholders, (ii) approved the Merger and (iii) resolved to recommend in the Proxy Statement adoption of this Agreement and authorization of the Merger by this Agreementthe stockholders of the Company, such matters to be subject to the fiduciary duties of such directors and to the receipt of a satisfactory fairness opinion from its financial advisor. This Agreement has been duly executed and delivered by the Company andCompany, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that (A) such enforcement its enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now laws affecting the enforcement of creditors' rights generally or hereafter in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of by general equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtprinciples.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and, subject (in the case to receipt of the Merger) to obtaining the Company Stockholder Requisite Shareholder Approval, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this AgreementAgreement or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Shareholder Approval, as well as the filing of the Articles of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of by Mergerco and the Parents, this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except that (A) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Laws, now Laws of general applicability relating to or hereafter in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses rights, and to the discretion of the court before which any Proceeding therefor may be broughtgeneral equitable principles).

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement andhereunder and to consummate the transactions contemplated hereby, including the Merger, subject (solely in the case of the MergerMerger to obtaining, at the Shareholders’ Meeting, the affirmative vote (in person or by proxy) of the holders of at least two-thirds of the outstanding shares of Company Common Stock entitled to obtaining vote thereon at the Company Stockholder Approval, to consummate Shareholders’ Meeting in favor of the approval of this Agreement and the transactions contemplated by this Agreementhereby, including the Merger (the “Requisite Shareholder Approval”). The execution, execution and delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this AgreementAgreement or to consummate the transactions contemplated hereby, including the Merger (other than, with respect to the consummation of the Merger, the receipt of the Requisite Shareholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of by Parent and Merger Sub, this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except that (A) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Lawslaws of general applicability relating to or affecting creditor’s rights, now or hereafter in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtgeneral equitable principles).

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Requisite Stockholder Approval and the occurrence of the shareholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such vote (the “Company Stockholder ApprovalAdvisory Vote”), to consummate the transactions contemplated by this Agreementhereby, including the Merger. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt Requisite Stockholder Approval and the occurrence of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) Advisory Vote, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (Ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (Bii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding proceeding therefor may be brought.

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and, subject (in the case only to receipt of the Merger) to obtaining the Company Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this AgreementAgreement or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Articles of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of by Parent and Acquisition Sub, this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except that (A) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Lawslaws of general applicability relating to or affecting creditor’s rights, now or hereafter in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be broughtgeneral equitable principles).

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, execute and deliver this Agreement and perform its obligations under this Agreement hereunder and, subject (in the case of the Merger) to obtaining the Company Requisite Stockholder ApprovalApproval and assuming the accuracy of the representations and warranties in Section 5.13, to consummate the transactions contemplated by this Agreementhereby, including the Merger. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Requisite Stockholder Approval and (ii) filing assuming the accuracy of the Certificate of Merger with the Delaware Secretary of State) representations and warranties in Section 5.17, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (Ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (Bii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding proceeding therefor may be broughtbrought (the “Bankruptcy and Equity Exception”).

Authority Relative to Agreement. (a) The Company has all necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and, subject (in the case of the Merger) to obtaining the Company Stockholder Approval, and to consummate the transactions contemplated hereby, including the Merger, subject to the adoption of this Agreement by this Agreementthe holders of a majority of the outstanding shares of Company Common Stock that are entitled to vote thereon at the Company Stockholders Meeting, whether in person or by proxy (the “Company Stockholder Approval”). The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval Approval, and (ii) filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding Action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (Ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (Bii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding proceeding therefor may be brought. The Company Stockholder Approval is the only vote of the holders of any securities (including SDRs) of the Company that is required in connection with the transactions contemplated hereby.