Common use of Authority Relative to Agreement Clause in Contracts

Authority Relative to Agreement. Each of Parent and Merger Sub have all necessary corporate power and authority to execute, deliver and perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by Parent and Merger Sub, and (in the case of the Merger, except for the filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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) Each of Parent and Merger Sub have has all necessary corporate power and authority to execute, deliver and perform their respective its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by Parent and Merger Sub, and (in the case of the Merger, except for the filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that (ai) 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 (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. Each of Parent and Merger Sub have (a) The Company has all necessary corporate power and authority to execute, execute and deliver and perform their respective obligations under this Agreement and and, subject 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 Parent and Merger Subthe Company, and the consummation by Parent and Merger Sub 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 Parent and Merger Subthe Company, and (in the case of the Merger, except for the Company Stockholder Approval and the filing of the Certificate Articles of First Merger with the Delaware Secretary of State) SDAT, no other corporate action or proceeding on the part of Parent or Merger Sub the Company is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated by this Agreementhereby (other than the Second Merger). This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub 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. Each of Parent and Merger Sub have (a) The Company has all necessary corporate power and authority to execute, execute and deliver and perform their respective obligations under this Agreement 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 Parent and Merger Subthe Company, and the consummation by Parent and Merger Sub the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by Parent and Merger Sub, and (in the case of the MergerCompany, except for the filing of the Certificate of Merger with the Delaware Secretary of State) Company Stockholder Approval, and no other corporate action or proceeding Action on the part of Parent or Merger Sub the Company is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub 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 Merger and the other transactions contemplated hereby.

Authority Relative to Agreement. Each of Parent and Merger Sub have (a) The Company has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform their respective its obligations under this Agreement and hereunder and, subject 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 Parent and Merger Subthe Company, and the consummation by Parent and Merger Sub 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 Parent and Merger Subthe Company, and (in the case of the Merger, except for the Company Stockholder Approval and the filing of the Certificate Articles of First Merger with the Delaware Secretary of State) SDAT, no other corporate action or proceeding on the part of Parent or Merger Sub the Company is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated by this Agreementhereby (other than the Second Merger). This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub 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. Each of Parent and Merger Sub have has all necessary corporate power and authority to execute, execute and deliver and perform their respective obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement and to be executed by Parent or Merger Sub in connection with the consummation of the transactions contemplated hereby and thereby (collectively, the “Parent Documents”), to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby, including the Merger. The execution, execution and delivery and performance of this Agreement by Parent and Merger Sub, Sub of this Agreement and each Parent Document and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreementhereby and thereby, including the Merger, have been duly and validly authorized by all necessary corporate action by of Parent and Merger Sub (other than the adoption of this Agreement by Parent, as the sole stockholder of Merger Sub), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement, the Parent Documents or to consummate the transactions contemplated hereby or thereby, including the Merger (in the case of other than, with respect to the Merger, except for the filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement). This Agreement has and each of the Parent Documents have been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of by the other parties thereto, this Agreement by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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. Each of Parent and Merger Sub have has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform their respective its obligations under this Agreement hereunder and to consummate the transactions contemplated by this Agreementhereby, including the Merger and the Debt Financing. The execution, execution and delivery and performance of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by Parent and Merger Sub, and (in the case of the Merger, except for the filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby, including the Merger and the Debt Financing, have been duly and validly authorized by all necessary corporate action of Parent and Merger Sub (and, with respect to Merger Sub, by its sole shareholder), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this AgreementAgreement or to consummate the transactions contemplated hereby, including the Merger and the Debt Financing (other than, with respect to the consummation of the Merger, the filing of the Articles of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, terms (except that (a) as such enforcement enforceability may be subject to limited by applicable 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. Each of Parent and Merger Sub have (a) The Company has all necessary corporate power and authority to execute, execute and deliver and perform their respective obligations under this Agreement and, subject to obtaining, at the Shareholders’ Meeting, the approval of the Merger and the adoption of the Plan of Merger by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Requisite Shareholder Approval”), to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby, including the Merger. The execution, execution and delivery and performance of this Agreement by Parent and Merger Sub, the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated by this Agreementhereby, including the Merger, have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement 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 Articles of Merger with the Secretary of State as required by the MBCA). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, and (in the case of the Merger, except for the filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub 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 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. Each of Parent and Merger Sub have has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform their respective its obligations under this Agreement hereunder and to consummate the transactions contemplated by this Agreementhereby, including the Merger and the Debt Financing. The execution, execution and delivery and performance of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by Parent and Merger Sub, and (in the case of the Merger, except for the filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby, including the Merger and the Debt Financing, have been duly and validly authorized by all necessary corporate action of Parent and Merger Sub (and, with respect to Merger Sub, by its sole stockholder), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this AgreementAgreement or to consummate the transactions contemplated hereby, including the Merger and the Debt Financing (other than, with respect to the consummation of the Merger, the filing of the Certificate of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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) Each of Parent Parent, Acquiror and Merger Sub have all necessary corporate power and authority to execute, deliver and perform their respective obligations under this Agreement and and, subject (in the case of the issuance of shares of Parent Common Stock in connection with the Merger) to obtaining the Parent Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Parent Parent, Acquiror and Merger Sub, and the consummation by Parent Parent, Acquiror and Merger Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by Parent Parent, Acquiror and Merger Sub, and (in the case of the issuance of shares of Parent Common Stock in connection with the Merger, except for the (i) receipt of the Parent 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 Parent Parent, Acquiror or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent Parent, Acquiror and Merger Sub and the consummation by Parent Parent, Acquiror and Merger Sub of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent Parent, Acquiror and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of Parent Parent, Acquiror and Merger Sub, enforceable against each of Parent Parent, Acquiror and Merger Sub in accordance with its terms, except that (aA) 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 (bB) 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. Each of (a) Parent and Merger Sub have all necessary corporate company power and authority to execute, execute and deliver and perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreementhereby, including the Merger. The execution, delivery and performance of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate company action by Parent and Merger Sub, and (in the case of the Mergerand, except for the filing of the Certificate of Merger with the Delaware Secretary of State) as contemplated by this Agreement, no other corporate action or proceeding Proceeding on the part of Parent or and Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the Companyother party hereto and that this Agreement is a valid, legal and binding obligation of the other party hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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. Each of (a) Parent and Merger Acquisition Sub have all necessary corporate company power and authority to execute, execute and deliver and perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreementhereby, including the Merger. The execution, delivery and performance of this Agreement by Parent and Merger Acquisition Sub, and the consummation by Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate company action by Parent and Merger Acquisition Sub, and (in the case of the Mergerand, except for the filing of the Certificate of Merger with the Delaware Secretary of State) as contemplated by this Agreement, no other corporate action or proceeding Proceeding on the part of Parent or Merger and Acquisition Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Acquisition Sub and the consummation by Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Acquisition Sub and, assuming due authorization, execution and delivery of this Agreement by the Companyother party hereto and that this Agreement is a valid, legal and binding obligation of the other party hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Acquisition Sub, enforceable against each of Parent and Merger Acquisition Sub 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. Each of Parent and Merger Sub have all necessary corporate power and authority to execute, deliver and perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by Parent and Merger Sub, Sub and (in the case of the Merger, except for the filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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. Each of Parent and Merger Sub have all necessary corporate power and authority to execute, deliver and perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by Parent and Merger Sub, and (in the case of the Merger, except for the filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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) Each of Parent and Merger Sub have all necessary corporate power and authority to execute, deliver and perform their respective obligations under this Agreement and and, subject (in the case of the issuance of shares of Parent Common Stock in connection with the Merger) to obtaining the Parent Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by Parent and Merger Sub, and (in the case of the MergerParent Stock Issuance, except for the (i) receipt of the Parent 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 Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that (aA) 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 (bB) 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. Each of Parent Buyer and Merger Sub have all necessary has the corporate power and authority to execute, execute and deliver and perform their respective obligations under this Agreement and any ancillary agreements hereto, and to consummate the transactions contemplated by this Agreementon its part hereby and thereby. The execution, execution and delivery by Buyer and performance Merger Sub of this Agreement by Parent and Merger Subany ancillary agreements hereto, and the consummation by Parent and Merger Sub each of them of the transactions contemplated by this Agreement, on its part hereby and thereby have been duly and validly authorized by all necessary corporate action by Parent and Merger Sub, and (in the case their respective Boards of the Merger, except for the filing of the Certificate of Merger with the Delaware Secretary of State) no Directors. No other corporate action or proceeding proceedings on the part of Parent Buyer or Merger Sub is are necessary to authorize the execution, execution and delivery and performance of this Agreement and any ancillary agreements hereto, by Parent each of Buyer and Merger Sub and or the consummation by Parent and Merger Sub each of them of the transactions contemplated by this Agreementhereby and thereby. This Agreement has and any ancillary agreements hereto, have been duly executed and delivered by Parent each of Buyer and Merger Sub Sub, and, assuming the due authorization, execution and delivery at the Closing of this Agreement by the Companyand any ancillary agreements hereto, constitutes a legal, are valid and binding obligation of each of Parent and Merger Subagreements, enforceable against each of Parent and Merger Sub them in accordance with its their respective terms, except that (a) as such enforcement may be is subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws, now laws relating to or hereafter in effect, affecting creditors’ rights and remedies generally and (bii) the remedies general principles of specific performance equity, including concepts of materiality, reasonableness, good faith and injunctive fair dealing and other forms similar doctrines affecting the enforceability of equitable relief may be subject to equitable defenses and to the discretion agreements generally (regardless of the court before which any Proceeding therefor may be broughtwhether considered in a proceeding in equity or at law).

Authority Relative to Agreement. (a) Each of Parent and Merger Sub have all necessary corporate power and authority to execute, deliver and perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by Parent and Merger Sub, and (in the case of the Merger, except for the filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that (ai) 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 (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. Each of Parent Buyer and Merger Acquisition Sub have has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform their respective its obligations under this Agreement 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 Parent Buyer and Merger Sub, Acquisition Sub and the consummation by Parent Buyer and Merger Acquisition Sub of the Merger and the other transactions contemplated by this Agreement, hereby have been duly and validly authorized by all necessary corporate action of Buyer and Acquisition Sub (other than adoption of this Agreement by Parent Buyer as sole stockholder of Acquisition Sub which shall occur immediately after the execution and Merger Subdelivery of this Agreement), and (in the case of the Merger, except for the filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding proceedings on the part of Parent Buyer or Merger Acquisition Sub is are necessary to authorize the execution, execution and delivery and performance of this Agreement by Parent and or to consummate the Merger Sub and the consummation by Parent and Merger Sub of the other transactions contemplated by this Agreementhereby. This Agreement has been duly and validly executed and delivered by Parent Buyer and Merger Acquisition Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes a legal, valid and binding obligation of each of Parent Buyer and Merger Acquisition Sub, enforceable against each of Parent Buyer and Merger Acquisition Sub 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) Each of Parent and Merger Sub have all necessary corporate or similar power and authority to execute, deliver and perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by Parent and Merger Sub, and (in the case of the Merger, except for 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 Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that (ai) 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 (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. Each of Parent and Merger Sub have has all necessary corporate power and authority to execute, execute and deliver and perform their respective obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement and to be executed by Parent or Merger Sub in connection with the consummation of the transactions contemplated hereby and thereby (collectively, the “Parent Documents”), to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby, including the Offer, the Merger and the Financing. The execution, execution and delivery and performance of this Agreement by Parent and Merger Sub, Sub of this Agreement and each Parent Document and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreementhereby and thereby, including the Offer, the Merger and the Financing, have been duly and validly authorized by all necessary corporate action by of Parent and Merger SubSub (subject to compliance by Parent with the fourth WHEREAS paragraph in the recitals to this Agreement), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement, the Parent Documents or to consummate the transactions contemplated hereby or thereby, including the Offer, the Merger and the Financing (in the case of other than, with respect to the Merger, except for the filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement). This Agreement has and each of the Parent Documents have been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of by the other parties thereto, this Agreement by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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. Each of Parent and Merger Sub have has all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform their respective its obligations under this Agreement hereunder and to consummate the transactions contemplated by this Agreementhereby, including the Merger and the Debt Financing. The execution, execution and delivery and performance of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by Parent and Merger Sub, and (in the case of the Merger, except for the filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby, including the Merger and the Debt Financing, have been duly and validly authorized by all necessary corporate action of Parent and Merger Sub (and, with respect to Merger Sub, by its sole stockholder), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this AgreementAgreement or to consummate the transactions contemplated hereby, including the Merger and the Debt Financing (other than, with respect to the consummation of the Merger, the filing of the Articles of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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) Each of Parent Parent, Acquiror and Merger Sub have all necessary corporate power and authority to execute, deliver and perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Parent Parent, Acquiror and Merger Sub, and the consummation by Parent Parent, Acquiror and Merger Sub of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by Parent Parent, Acquiror and Merger Sub, and (in the case of the Merger, except for the filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of Parent Parent, Acquiror or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent Parent, Acquiror and Merger Sub and the consummation by Parent Parent, Acquiror and Merger Sub of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent Parent, Acquiror and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of Parent Parent, Acquiror and Merger Sub, enforceable against each of Parent Parent, Acquiror and Merger Sub in accordance with its terms, except that (aA) 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 (bB) 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.