Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in (ii) or (iii) which does not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26The execution, delivery and performance by each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent (and Merger Subwith respect to Parent, the performance by Parent and Merger Sub of their respective obligations hereunder CVR Agreement) and the consummation by each of Parent and Merger Sub of the transactions Merger and the other Transactions are within the corporate or similar powers of Parent and Merger Sub, as applicable, and, subject to the completion of the actions contemplated hereby by Section 5.14, have been duly authorized by all necessary corporate or similar action on the Board part of each of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No Sub and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution execution, delivery and delivery performance of this Agreement, Agreement or to consummate the performance by Merger and the other Transactions. Each of Parent and Merger M▇▇▇▇▇ Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent this Agreement (and Merger Sub with respect to Parent, the CVR Agreement) and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws relating to or affecting creditors creditors’ rights generally or by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Lawequity). (b) Neither the execution The execution, delivery and delivery performance by M▇▇▇▇▇ Sub and Parent of this Agreement by Parent or Merger Sub nor (and with respect to Parent, the CVR Agreement) and the consummation by Parent or Merger Sub and Parent of the transactions contemplated hereby nor compliance by Parent or Merger Sub with Transactions require no Consent of any of the provisions herein will Governmental Authority, other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State, (ii) compliance with any applicable requirements set forth on Section 4.2 of the Parent Disclosure Schedules, (iii) the filing of any reports under the Exchange Act as may be required in connection with this Agreement, the Merger, and the other Transactions including pursuant to Schedule 13D, (iv) compliance with applicable state securities or “blue sky” Laws and the securities Laws of any foreign country or any applicable rules of Nasdaq, and (v) any additional Consents with any other Governmental Authority, except, in the case of clause (v), those that the failure of which to make or obtain, individually or in the aggregate, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Merger and the other Transactions. (c) The execution, delivery and performance by M▇▇▇▇▇ Sub and Parent of this Agreement (and with respect to Parent, the CVR Agreement) and the consummation of the Transactions, including the Merger, do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other constituent documents of Merger Sub and Parent, (ii) assuming compliance with the matters referred to in Section 4.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the organizational documents of Parent or any of the Parent Subsidiariesmatters referred to in Section 4.2(b), (ii) result in a violation or any breach of or conflict with any provisions of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in Parent or Merger Sub’s loss of any benefit or the terminationimposition of any additional payment or other liability under, cancellation ofor alter the rights or obligations of any third party under, or give rise to a right any third party any rights of purchase termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or accelerate the performance required byMerger Sub is a party, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any Merger Sub, except, in the case of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any each of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), for any such contravention, conflict, violation, breach, default, loss, payment, liability, alteration, right, Consent requirement, Lien or (iii) which does other occurrence that, individually or in the aggregate, would not constitute reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under material adverse effect on Parent’s or Merger Sub’s ability to consummate the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws Merger and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effectother Transactions.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board respective Boards of Directors of each of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required adoption of this Agreement by Parent Vote (as defined in Section 5.11(b))the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) The Board of Directors of Parent has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board duly called and held on June 22, 2006 and not subsequently rescinded or modified in any way, unanimously (i) approved this Agreement, the Merger and (ii) determined that this Agreement and Merger are in the best interest of Parent’s stockholders. No vote of the holders of Parent common stock, par value $.10 per share, or other securities of Parent is necessary to consummate the Merger. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Parent or any Parent Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute statute, law, rule or Law regulation applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act, the Competition Act, and applicable foreign competition and antitrust laws, if any, (iii) the filing with the SEC of the Proxy Statement and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) compliance with the rules of the NYSE, and (v) Customary Post Closing Consents, except where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents or approvals or has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and the Tender and Voting Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Tender and Voting Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than Transactions. Each of this Agreement and the Required Parent Vote (as defined in Section 5.11(b)). This Tender and Voting Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither The respective Board of Directors of each of Parent and Merger Sub has approved this Agreement, the Tender and Voting Agreement, the Offer, the Merger and the other Transactions. (c) None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby Transactions nor compliance by Parent or Merger Sub with any of the provisions herein will will: (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent Subsidiaries, Merger Sub; (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound bound, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c4.3(d), violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event described in items (ii) or and (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for: (i) compliance with the failure DGCL with respect to obtain such permitsthe filing of the Certificate of Merger; (ii) compliance with and filings of applications and notices with, authorizations, consents or receipt of approvals or to make non-objections from, and expiration of related waiting periods required by, applicable Governmental Authorities, including under the HSR Act; (iii) the filing with the SEC of the Offer Documents and such filings or give such notices does not constitute a Parent Material Adverse Effectreports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions; (iv) compliance with Ohio Revised Code Section 1707.041; and (v) compliance with the rules of Amex.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board respective Boards of Directors of each of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required adoption of this Agreement by Parent Vote (as defined in Section 5.11(b))the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and similar reorganization or other laws relating to or affecting creditors the enforcement of creditors’ rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)equitable principles. (b) The Board of Directors of Parent has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board duly called and held on June 22, 2006 and not subsequently rescinded or modified in any way, unanimously (i) approved this Agreement, the Merger and (ii) determined that this Agreement and Merger are in the best interest of Parent’s stockholders. No vote of the holders of Parent common stock, par value $.10 per share, or other securities of Parent is necessary to consummate the Merger. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any Parent Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute statute, law (including the common law), rule or Law regulation applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, would not constitute reasonably be expected to have or result in a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act, the Competition Act, and applicable foreign competition and antitrust laws, if any, (iii) the filing with the SEC of the Proxy Statement and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) compliance with the rules of the NYSE, (v) Customary Post Closing Consents, and (vi) such other consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Authority where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents would not reasonably be expected to have or approvals or to make such filings or give such notices does not constitute result in a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26The execution, delivery and performance by each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery Subsidiary of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by each of Parent and Merger Sub Subsidiary of the transactions Transactions are within the corporate or similar powers of Parent and Merger Subsidiary, as applicable, and, subject to the completion of the actions contemplated hereby by Section 5.16, have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other all necessary corporate proceedings or similar action on the part of Parent, Merger Sub or any each of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub Subsidiary. Each of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement Subsidiary has been duly executed and delivered by Parent and Merger Sub this Agreement and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub, Subsidiary enforceable against each of Parent and Merger Subsidiary in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws relating to or affecting creditors creditors’ rights generally or by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Lawequity). (b) Neither the execution The execution, delivery and delivery performance by Merger Subsidiary and Parent of this Agreement by Parent or Merger Sub nor and the consummation by Merger Subsidiary and Parent or Merger Sub of the transactions contemplated hereby nor compliance Transactions require no action by Parent or Merger Sub in respect of or filing with any of the provisions herein will Governmental Authority, other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) compliance with any applicable requirements of the HSR Act and Foreign Antitrust Laws, (iii) compliance with any applicable requirements of the Securities Act and the Exchange Act, (iv) compliance with any applicable rules of Euronext Paris and Nasdaq Global Select Market, and (v) any additional actions or filings, except those that the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Subsidiary’s ability to consummate the Merger and the Transactions. (c) The execution, delivery and performance by Merger Subsidiary and Parent of this Agreement and the consummation of the Transactions do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other constituent documents of Merger Subsidiary and Parent, (ii) assuming compliance with the matters referred to in Section 4.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the organizational documents of Parent matters referred to in Section 4.2(b), require any consent or other action by any of the Parent SubsidiariesPerson under, (ii) result in a violation or any breach of or conflict with any provisions of, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or the loss of any benefit to which Parent or Merger Subsidiary is entitled under, any Contract, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any Merger Subsidiary, with only such exceptions, in the case of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any each of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), as would not reasonably be expected, individually or (iii) which does not constitute in the aggregate, to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under material adverse effect on Parent’s or Merger Subsidiary’s ability to consummate the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws Merger and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse EffectTransactions.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent acting in its capacity as the sole member shareholder of Merger Sub. No , which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a 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 as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of or conflict with the organizational certificate of incorporation, bylaws or other charter documents of Parent or any of the Parent Merger Sub or their respective Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Merger Sub or their respective Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind Contract to which Parent or any of the Parent Merger Sub or their respective Subsidiaries is a party or by which Parent or any of the Parent Merger Sub or their respective Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)4.3(d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Merger Sub or their respective Subsidiaries or any of their respective properties or assets other than any such event or events described in items (ii) or (iii) which does that, individually or in the aggregate, have not constitute had and would not reasonably be likely to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) the failure filing of the Certificate of Merger with the Department of Treasury of the State of New Jersey and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to obtain transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of The NASDAQ Stock Market LLC, (v) compliance with the “blue sky” laws of various states, and (vi) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, would not reasonably be likely to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective boards of directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this AgreementAgreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and similar laws relating subject to or affecting creditors generally or by the effect of general principles of equity principles (regardless of whether such enforceability is considered in a proceeding at law or in equity or at Lawequity). (b) Neither The board of directors of each of Parent and Merger Sub has, by resolutions duly adopted by unanimous written consent on or prior to the date hereof, and not subsequently rescinded or modified in any way, approved this Agreement, the Merger and the other Transactions. (c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the performance by Parent or Merger Sub nor of their respective obligations hereunder or the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of any provision of the certificate or conflict with the organizational documents articles of incorporation or bylaws of Parent, Merger Sub or any other Subsidiary of Parent or any of (the “Parent Subsidiaries”), (ii) require any consent or other action by any other Person not received or taken prior to the Closing under, result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contractContract, leaseLease, agreement or other instrument or obligation of any kind to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Order or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, Merger Sub or any other Parent Subsidiary in connection with Parent’s or Merger Sub Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain such permitsthe filing of the Certificate of Merger, authorizations, consents (ii) compliance with and filings pursuant to the HSR Act and foreign antitrust or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effectcompetition Laws and (iii) the filing with the SEC of the Proxy Statement in accordance with the Exchange Act.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26The execution, delivery and performance by each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger SubAgreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by each of Parent and Merger Sub of the transactions Transactions are within the corporate or similar powers of Parent and Merger Sub, as applicable, and, subject to the completion of the actions contemplated hereby by Section 6.15, have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other all necessary corporate proceedings or similar action on the part of Parent, each of Parent and Merger Sub or any Sub. Each of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub this Agreement and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable as applicable, in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws relating to or affecting creditors creditors’ rights generally or by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Lawequity). (b) Neither the execution The execution, delivery and delivery performance by Merger Sub and Parent of this Agreement by Parent or Merger Sub nor and the consummation by Parent or Merger Sub and Parent of the transactions contemplated hereby nor compliance Transactions require no action by Parent or Merger Sub in respect of or filing with any of the provisions herein will Governmental Authority, other than (i) the filing of articles of merger with respect to the Merger with the Office of the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act, and (iii) any additional actions or filings, except those that the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Offer, the Merger and the Transactions. (c) The execution, delivery and performance by Merger Sub and Parent of this Agreement and the consummation of the Transactions do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or certificate of incorporation, as applicable, or bylaws or other constituent documents of Merger Sub and Parent, (ii) assuming compliance with the matters referred to in Section 5.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the organizational documents of Parent matters referred to in Section 5.2(b), require any consent or other action by any of the Parent SubsidiariesPerson under, (ii) result in a violation or any breach of or conflict with any provisions of, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or the loss of any benefit to which Parent or Merger Sub is entitled under, any Contract, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any Merger Sub, with only such exceptions, in the case of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any each of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), as would not reasonably be expected, individually or (iii) which does not constitute in the aggregate, to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under material adverse effect on Parent’s or Merger Sub’s ability to consummate the Securities ActOffer, the Exchange Act, the HSR Act, foreign antitrust or competition laws Merger and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse EffectTransactions.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26The execution, delivery and performance by each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery Subsidiary of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by each of Parent and Merger Sub Subsidiary of the transactions Transactions are within the corporate or similar powers of Parent and Merger Subsidiary, as applicable, and, subject to the completion of the actions contemplated hereby by Section 5.15, have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other all necessary corporate proceedings or similar action on the part of Parent, Merger Sub or any each of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub Subsidiary. Each of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement Subsidiary has been duly executed and delivered by Parent and Merger Sub this Agreement and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub, Subsidiary enforceable against each of Parent and Merger Subsidiary in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws relating to or affecting creditors creditors’ rights generally or by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Lawequity). (b) Neither the execution The execution, delivery and delivery performance by ▇▇▇▇▇▇ and Merger Subsidiary of this Agreement by Parent or Merger Sub nor and the consummation by Parent or and Merger Sub Subsidiary of the transactions contemplated hereby nor compliance by Parent Transactions require no approval by, or Merger Sub with filing with, any of the provisions herein will Governmental Authority, other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State, (ii) compliance with any applicable requirements of the Regulatory Laws, (iii) compliance with any applicable requirements of the Securities Act and the Exchange Act, and (iv) any approvals or filings, the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (c) The execution, delivery and performance by ▇▇▇▇▇▇ and Merger Subsidiary of this Agreement and the consummation of the Transactions do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other constituent documents of Parent and Merger Subsidiary, (ii) assuming compliance with the matters referred to in Section 4.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the organizational documents of Parent matters referred to in Section 4.2(b), require any consent or other action by any of the Parent SubsidiariesPerson under, (ii) result in a violation or any breach of or conflict with any provisions of, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or give rise the loss of any benefit to a right of purchase which Parent or Merger Subsidiary is entitled under, any Contract to which Parent or accelerate the performance required Merger Subsidiary is a party or bound by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any Merger Subsidiary, except, in the case of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any each of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), as would not, individually or (iii) which does not constitute in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy Each of Section 4.26, each of Parent Buyer and Merger ▇▇▇▇▇▇ Sub has the requisite full corporate power and authority to enter into execute, deliver and deliver perform this Agreement and all the other agreements Transaction Documents to which it is a party. The execution, delivery and documents contemplated hereby performance of this Agreement and any other Transaction Documents to which it is a party (together with the other instruments, documents and agreements contemplated hereby or thereby or to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of be executed in connection with the transactions contemplated hereby or thereby) by each of Buyer and ▇▇▇▇▇▇ Sub have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other all necessary corporate proceedings or organizational actions on the part of Parent, Merger Sub or any each of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent Buyer and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Sub. This Agreement has been duly authorized, executed and delivered by Parent each of Buyer and Merger Sub andand is the legal, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation agreement of Parent each of Buyer and Merger Sub, Sub enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating to or affecting creditors the enforcement of creditors’ rights generally or and by the effect of general principles of equity principles (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at Lawlaw). (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of any of the transactions contemplated hereby or thereby nor compliance by Parent with or Merger Sub with any fulfillment of the terms, conditions and provisions herein will hereof or thereof by each of Buyer and Merger Sub, will: (i) (A) conflict with, result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of, or constitute a Default, an event of any noteDefault or an event creating rights of acceleration, bondtermination or cancellation or a loss of rights under the certificate of incorporation or by-laws of either Buyer or Merger Sub, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iiiB) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute Court Order or Law material Laws applicable to Parent Buyer or any of Merger Sub, in each case, solely to the Parent Subsidiaries extent that such Default or any of their respective properties violation would have a material adverse impact on Buyer’s or assets other than any such event described in Merger Sub’s ability to consummate the transactions contemplated hereby; or (ii) require the approval, consent, authorization or (iii) which does not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval act of, any Governmental Entity is necessary for or the execution and delivery making by Parent ▇▇▇▇▇ or Merger Sub of this Agreement any declaration, filing or the consummation by Parent or Merger Sub of the transactions contemplated herebyregistration with, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effectany Person.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and Merger Sub, and, following the adoption of this Agreement by Parent acting in its capacity as the sole member stockholder of Merger Sub. No , which shall occur prior to Closing, no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a 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 as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of or conflict with the organizational certificate of incorporation, bylaws or other charter documents of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind material Contract to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)4.3(d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) which does that, individually or in the aggregate, have not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) the failure filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to obtain transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of The NASDAQ Stock Market LLC, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent acting in its capacity as the sole member stockholder of Merger Sub. No , which shall occur promptly following the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a 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 as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of or conflict with the organizational certificate of incorporation, bylaws or other charter documents of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind Contract to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)4.3(d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (ii) or (iii) which does that, individually or in the aggregate, have not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) the failure filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to obtain transact business, (ii) compliance with and filings pursuant to the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of The NASDAQ Stock Market LLC, (v) compliance with the “blue sky” laws of various states, and (vi) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions (other than adoption of this Agreement by Parent as sole stockholder of Merger Sub which shall occur promptly after the Required Parent Vote (as defined in Section 5.11(b)execution and delivery hereof). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration or a material change in financial terms under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contractContract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing No Consent of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except for (i) compliance with the DGCL with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and any other applicable competition or antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act as may be required in connection with this Agreement and the Transactions and (iv) compliance with the rules of Nasdaq, and except where the failure to obtain such permitsConsents or take such action, authorizationsindividually or in the aggregate, consents has not had and would not reasonably be expected to have or approvals or to make such filings or give such notices does not constitute result in a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder, including making the Offer, acquiring the Shares tendered in the Offer, consummating the Merger (subject to obtaining the Required Company Stockholder Vote), and paying the aggregate purchase price for the Shares, Merger Shares, Options, and Stock Appreciation Rights. The sole stockholder of Merger Sub, has approved all matters contemplated hereby that require the consent of the stockholders of Merger Sub. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by by, respectively, the Supervisory Board and Managing Board and the board of Parent and by Parent acting in its capacity as the sole member directors of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stockstock of Merger Sub or Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent, Merger Sub or any other subsidiary of Parent or any of (such other subsidiaries, the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets assets, other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filingsNo Consent from, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice made to, and no permit, authorization, consent or approval of, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) compliance with the HSR Act and any other applicable competition or antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act as may be required in connection with this Agreement and the Transactions, authorizations(iv) compliance with the rules of Nasdaq, consents (v) the filing of notice with the Pennsylvania Securities Commission under Section 8(a) of the Pennsylvania Takeover Disclosure Law, and (vi) such Consents, the lack of which, individually or approvals or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board respective Boards of Directors of each of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required adoption of this Agreement by Parent Vote (as defined in Section 5.11(b))the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and similar reorganization or other laws relating to or affecting creditors the enforcement of creditors' rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)equitable principles. (b) The Board of Directors of Parent has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board duly called and held on June 22, 2006 and not subsequently rescinded or modified in any way, unanimously (i) approved this Agreement, the Merger and (ii) determined that this Agreement and Merger are in the best interest of Parent's stockholders. No vote of the holders of Parent common stock, par value $.10 per share, or other securities of Parent is necessary to consummate the Merger. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any Parent Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute statute, law (including the common law), rule or Law regulation applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, would not constitute reasonably be expected to have or result in a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act, the Competition Act, and applicable foreign competition and antitrust laws, if any, (iii) the filing with the SEC of the Proxy Statement and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) compliance with the rules of the NYSE, (v) Customary Post Closing Consents, and (vi) such other consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Authority where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents would not reasonably be expected to have or approvals or to make such filings or give such notices does not constitute result in a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26The execution, delivery and performance by each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery Subsidiary of this Agreement by Parent (and Merger Subwith respect to Parent, the performance by Parent and Merger Sub of their respective obligations hereunder CVR Agreement) and the consummation by each of Parent and Merger Sub Subsidiary of the transactions Merger and the other Transactions are within the corporate or similar powers of Parent and Merger Subsidiary, as applicable, and, subject to the completion of the actions contemplated hereby by Section 5.15, have been duly authorized by all necessary corporate or similar action on the Board part of each of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No Subsidiary and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) Subsidiary are necessary to authorize the execution execution, delivery and delivery performance of this AgreementAgreement or to consummate the Merger and the other Transactions, subject only, in the performance case of consummation of the Merger, to the receipt of the approval of the Merger by Parent, in its capacity as the sole stockholder of Merger Subsidiary. Each of Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement Subsidiary has been duly executed and delivered by Parent this Agreement (and Merger Sub with respect to Parent, the CVR Agreement) and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub, Subsidiary enforceable against each of Parent and Merger Subsidiary in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws relating to or affecting creditors creditors’ rights generally or by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Lawequity). (b) Neither the execution The execution, delivery and delivery performance by Merger Subsidiary and Parent of this Agreement by Parent or Merger Sub nor (and with respect to Parent, the CVR Agreement) and the consummation by Merger Subsidiary and Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with Transactions require no Consent of any of the provisions herein will Governmental Authority, other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State, (ii) compliance with any applicable requirements of the HSR Act and Foreign Antitrust Laws, (iii) compliance with any applicable requirements set forth on Section 4.2 of the Parent Disclosure Schedules, (iv) the filing of any reports under the Exchange Act as may be required in connection with this Agreement, the Merger, and the other Transactions including pursuant to Schedule 13D, (iv) compliance with applicable state securities or “blue sky” Laws and the securities Laws of any foreign country or any applicable rules of Nasdaq, and (v) any additional Consents with any other Governmental Authority, except, in the case of clause (v), those that the failure of which to make or obtain, individually or in the aggregate, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Subsidiary’s ability to consummate the Merger and the other Transactions. (c) The execution, delivery and performance by Me▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇nd Parent of this Agreement (and with respect to Parent, the CVR Agreement) and the consummation of the Transactions, including the Merger, do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other constituent documents of Merger Subsidiary and Parent, (ii) assuming compliance with the matters referred to in Section 4.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the organizational documents of Parent or any of the Parent Subsidiariesmatters referred to in Section 4.2(b), (ii) result in a violation or any breach of or conflict with any provisions of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in Parent or Merger Subsidiary’s loss of any benefit or the terminationimposition of any additional payment or other liability under, cancellation ofor alter the rights or obligations of any third party under, or give rise to a right any third party any rights of purchase termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or accelerate the performance required byMerger Subsidiary is a party, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any Merger Subsidiary, with only such exceptions, in the case of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any each of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), which, individually or (iii) which does in the aggregate, would not constitute reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under material adverse effect on Parent’s or Merger Subsidiary’s ability to consummate the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws Merger and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effectother Transactions.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26The execution, delivery and performance by each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery Subsidiary of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by each of Parent and Merger Sub Subsidiary of the transactions Transactions (including the Financing) are within the corporate or similar powers of Parent and Merger Subsidiary, as applicable, and, subject to the completion of the actions contemplated hereby by Section 5.17, have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other all necessary corporate proceedings or similar action on the part of Parent, Merger Sub or any each of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub Subsidiary. Each of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement Subsidiary has been duly executed and delivered by Parent and Merger Sub this Agreement and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub, Subsidiary enforceable against each of Parent and Merger Subsidiary in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws relating to or affecting creditors creditors’ rights generally or by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Lawequity). (b) Neither the execution The execution, delivery and delivery performance by Merger Subsidiary and Parent of this Agreement by Parent or Merger Sub nor and the consummation by Merger Subsidiary and Parent or Merger Sub of the transactions contemplated hereby nor compliance Transactions (including the Financing) require no action by Parent or Merger Sub in respect of or filing with any of the provisions herein will Governmental Authority, other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) compliance with any applicable requirements of the HSR Act and Foreign Antitrust Laws, (iii) compliance with any applicable requirements of the Securities Act and the Exchange Act, (iv) compliance with any applicable rules of Nasdaq, (v) compliance with Section 721, (vi) compliance with the matters set forth on Section 3.3(c) of the Company Disclosure Letter and (vii) any additional actions or filings, except those that the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Subsidiary’s ability to consummate the Merger and the Transactions. (c) The execution, delivery and performance by Merger Subsidiary and Parent of this Agreement and the consummation of the Transactions (including the Financing) do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other constituent documents of Merger Subsidiary and Parent, (ii) assuming compliance with the matters referred to in Section 4.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the organizational documents of Parent matters referred to in Section 4.2(b), require any consent or other action by any of the Parent SubsidiariesPerson under, (ii) result in a violation or any breach of or conflict with any provisions of, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or the loss of any benefit to which Parent or Merger Subsidiary is entitled under, any Contract, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any Merger Subsidiary, with only such exceptions, in the case of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any each of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), as would not reasonably be expected, individually or (iii) which does not constitute in the aggregate, to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under material adverse effect on Parent’s or Merger Subsidiary’s ability to consummate the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws Merger and the filing of Transactions (including the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse EffectFinancing).

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26The execution, delivery and performance by each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery Subsidiary of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by each of Parent and Merger Sub Subsidiary of the transactions Transactions are within the corporate or similar powers of Parent and Merger Subsidiary, as applicable, and, subject to the completion of the actions contemplated hereby by Section 5.16, have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other all necessary corporate proceedings or similar action on the part of Parent, Merger Sub or any each of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub Subsidiary. Each of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement Subsidiary has been duly executed and delivered by Parent and Merger Sub this Agreement and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub, Subsidiary enforceable against each of Parent and Merger Subsidiary in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws relating to or affecting creditors creditors’ rights generally or by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Lawequity). (b) Neither the execution The execution, delivery and delivery performance by Merger Subsidiary and Parent of this Agreement by Parent or Merger Sub nor and the consummation by Merger Subsidiary and Parent or Merger Sub of the transactions contemplated hereby nor compliance Transactions require no action by Parent or Merger Sub in respect of or filing with any of the provisions herein will Governmental Authority, other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State, (ii) compliance with any applicable requirements of the HSR Act and Foreign Antitrust Laws, (iii) compliance with any applicable requirements of the Securities Act and the Exchange Act, and (iv) any additional actions or filings, except those that the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Parent’s or Merger Subsidiary’s ability to consummate the Merger and the other Transactions. (c) The execution, delivery and performance by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and Parent of this Agreement and the consummation of the Transactions do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other constituent documents of Merger Subsidiary and Parent, (ii) assuming compliance with the matters referred to in Section 4.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the organizational documents of Parent matters referred to in Section 4.2(b), require any consent or other action by any of the Parent SubsidiariesPerson under, (ii) result in a violation or any breach of or conflict with any provisions of, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or the loss of any benefit to which Parent or Merger Subsidiary is entitled under, any Contract, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any Merger Subsidiary, with only such exceptions, in the case of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any each of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), which, individually or (iii) which does in the aggregate, would not constitute reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under material adverse effect on Parent’s or Merger Subsidiary’s ability to consummate the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws Merger and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effectother Transactions.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate or limited liability company power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub, the performance by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub of their respective obligations hereunder and the consummation by Parent ▇▇▇▇▇▇ and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and Merger Sub, and by Parent acting in its capacity as the sole member shareholder of Merger Sub. No , and no other corporate or limited liability company proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub of their respective obligations hereunder and the consummation by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent ▇▇▇▇▇▇ and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, assuming due and valid authorization, execution and delivery thereof by the Company, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub have, by resolutions duly adopted, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement and the Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of or conflict with the organizational articles of incorporation, bylaws or other charter documents of Parent or any of the Parent Subsidiaries, Merger Sub; (ii) result in a modification, violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted LienLiens) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind material Contract to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound bound; or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings Consents referred to in Section 5.3(c)4.3(d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (ii) or (iii) which does that have not constitute had a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and all other agreements and documents contemplated hereby to which it is a party and delivery of this Agreement, to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have Merger has been duly authorized by the Board respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent acting in its capacity as the sole member stockholder of Merger Sub. No , which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a 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 as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) The respective Boards of Directors of each of Parent and Merger Sub have, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement and the Merger. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of hereby, including the provisions herein Merger, will (i) result in a violation or breach of or conflict with the organizational documents certificate of incorporation or bylaws of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind material Contract to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)3.3(d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (ii) or (iii) which does that, individually or in the aggregate, have not constitute had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Subsidiary of Parent or Merger Sub in connection with Parent’s or Merger Sub’s execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, including the Merger, except where for (i) the failure filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to obtain transact business, (ii) compliance with the HSR Act, (iii) compliance with the Exchange Act (including the filing with the SEC of such permitsreports under Sections 13 or 16 of the Exchange Act) and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Merger, (iv) compliance with the rules of the NYSE, (v) compliance with the “blue sky” Laws of various states, and (vi) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent acting in its capacity as the sole member stockholder of Merger Sub. No , which shall occur promptly following the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a 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 as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of or conflict with the organizational certificate of incorporation, bylaws or other charter documents of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind Contract to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)4.3(d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (ii) or (iii) which does that, individually or in the aggregate, have not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) the failure filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to obtain transact business, (ii) compliance with the HSR Act and the Investment Canada Act, (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of The NASDAQ Stock Market LLC, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by unanimous written consent on or prior to the date hereof, and not subsequently rescinded or modified in any way, approved this Agreement, the Merger and the other Transactions. (c) None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent, Merger Sub or any subsidiary of Parent or any of other than Merger Sub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) compliance with the HSR Act, (iii) the filing with the SEC of such permitsreports or schedules under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement, the Voting Agreements and the Transactions, (iv) compliance with the rules of Nasdaq and (v) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent, Merger Sub or any subsidiary of Parent or any of other than Merger Sub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contractContract, lease, agreement or other instrument or obligation of any kind to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) compliance with the HSR Act and any other applicable competition or antitrust Laws (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, and (v) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board duly called and held on November 8, 2016, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions. (c) None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent, Merger Sub or any subsidiary of Parent or any of other than Merger Sub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase or obligation of payment under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationslicense, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorizationorder or authorization of, consent or approval ofregistration, declaration or filing with, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the pre-merger notification requirements under the HSR Act, and any other applicable Antitrust Laws, (ii) the filing of the Certificate of Merger with the Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iii) the filing of the Offer Documents and the Schedule 14D-9 with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, except where the failure to obtain (v) such permitsconsents, approvals, orders, authorizations, consents registrations, declarations, notices and filings as may be required under applicable state securities laws, the rules and regulations of NASDAQ, and (vi) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or approvals or made, would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26The execution, delivery and performance by each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery Subsidiary of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by each of Parent and Merger Sub Subsidiary of the transactions Transactions are within the corporate or similar powers of Parent and Merger Subsidiary, as applicable, and, subject to the completion of the actions contemplated hereby by Section 5.15, have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other all necessary corporate proceedings or similar action on the part of Parent, Merger Sub or any each of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub Subsidiary. Each of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement Subsidiary has been duly executed and delivered by Parent and Merger Sub this Agreement and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub, Subsidiary enforceable against each of Parent and Merger Subsidiary in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws relating to or affecting creditors creditors’ rights generally or by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Lawequity). (b) Neither the execution The execution, delivery and delivery performance by Merger Subsidiary and Parent of this Agreement by Parent or Merger Sub nor and the consummation by Merger Subsidiary and Parent or Merger Sub of the transactions contemplated hereby nor compliance Transactions require no action by Parent or Merger Sub in respect of or filing with any of the provisions herein will Governmental Authority, other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State, (ii) compliance with any applicable requirements of the HSR Act, (iii) compliance with any applicable requirements of the Securities Act and the Exchange Act, and (iv) any additional actions or filings, except those that the failure of which to make or obtain, individually or in the aggregate, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Subsidiary’s ability to consummate the Merger and the other Transactions. (c) The execution, delivery and performance by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and Parent of this Agreement and the consummation of the Transactions do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other constituent documents of Merger Subsidiary and Parent, (ii) assuming compliance with the matters referred to in Section 4.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the organizational documents of Parent matters referred to in Section 4.2(b), require any consent or other action by any of the Parent SubsidiariesPerson under, (ii) result in a violation or any breach of or conflict with any provisions of, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or the loss of any benefit to which Parent or Merger Subsidiary is entitled under, any Contract, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any Merger Subsidiary, with only such exceptions, in the case of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any each of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), which, individually or (iii) which does in the aggregate, would not constitute reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under material adverse effect on Parent’s or Merger Subsidiary’s ability to consummate the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws Merger and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effectother Transactions.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board duly called and held on August 21, 2009 and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions. (c) None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent, Merger Sub or any subsidiary of Parent or any of other than Merger, Sub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) compliance with the HSR Act, (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, and (v) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has have full corporate and limited liability company, respectively, power and, upon receipt of the requisite corporate power Parent Common Equity Holders’ Approval and the Parent Warrantholders’ Approval, authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby the Transaction Documents to which it is a party and party, to carry out its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery by each of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective this Agreement and the Transaction Documents to which it is a party, the performance by each of Parent and Merger Sub of its obligations hereunder and thereunder and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Parent all requisite corporate and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings limited liability company action on the part of Parenteach of Parent and Merger Sub, Merger Sub or any subject only to the receipt of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder Common Equity Holders’ Approval and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Warrantholders’ Approval. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub andSub, and (assuming due authorization, execution and delivery by the Companyany other applicable parties thereto) constitutes, constitutes or upon such delivery constitutes, a legal, valid and binding obligation of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating subject to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)the Enforcement Exceptions. (b) Neither Assuming the execution Parent Common Equity Holders’ Approval and the Parent Warrantholders’ Approval are obtained and the effectiveness of the Domestication, and except for applicable requirements under the HSR Act, the execution, delivery and performance of this Agreement and the Transaction Documents by Parent or and Merger Sub nor and the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent Transactions, do not and will not, with or Merger Sub with any without notice, lapse of the provisions herein will time or both: (i) conflict with or result in a breach or violation or breach of or conflict with the organizational documents Organizational Documents of Parent or any of the Parent its Subsidiaries, ; (ii) except for applicable requirements, if any, of the Securities Act, the Exchange Act, and state securities laws, require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a violation breach or breach of or conflict with any provisions of, or constitute a default under (or an event which, with notice or lapse of time or both), would constitute a default) under, or result in the termination, cancellation ofin, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to a right of purchase any obligation to make payments or provide compensation under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned of an Acquiror Company under, give any Person the right to exercise any remedy, claim a rebate, chargeback, penalty or operated by Parent change in delivery schedule, accelerate the maturity or any of the Parent Subsidiaries performance under, or result require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Parent Contract or Permit reasonably necessary to lawfully conduct the business of Parent as presently conducted in being declared voidall material respects, voidableexcept, or without further binding effect, under any of with respect to the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in foregoing clauses (ii) or and (iii) which does not constitute ), as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by by, respectively, the Supervisory Board and Management Board of Parent and by Parent acting in its capacity as the sole member Board of Directors of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors’ rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent, Merger Sub or any other subsidiary of Parent or any of (such other subsidiaries, the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizationsAuthorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may No Consent with any Governmental Authority is necessary to be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust obtained or competition laws and the filing of the Certificate of Merger as required made by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofParent, any Governmental Entity is necessary for the execution and delivery by Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) compliance with the HSR Act and any other applicable competition or antitrust Laws (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, authorizationsas may be required in connection with this Agreement and the Transactions, consents (iv) compliance with the rules of Nasdaq, and (v) such Consents the lack of which, individually or approvals or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, and assuming the due authorization, execution and delivery 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 as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) Neither The respective board of directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions. (c) None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations declarations, notifications and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than assets, except, with regard to clause (ii), for any such event described conflicts, violations, breaches, defaults or other occurrences that, individually or in (ii) or (iii) which does the aggregate, would not constitute reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company and attached to this Agreement as Exhibit D and Exhibit E, respectively, are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent or any subsidiary of Parent (including Merger Sub Sub) in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger; (ii) compliance with the Securities Act and Exchange Act and the Blue-Sky Laws, including without limitation: (A) the Schedule 14D-9, (B) the Offer Documents, (C) the Proxy Statement (if any), (D) the Information Statement, and (E) such permitsreports under Sections 13 or 16 of the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions; (iv) compliance with the rules of Nasdaq; and (v) such consents, approvals, orders, authorizations, consents filings, declarations, notifications or approvals registrations, that if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as Merger Sub and the sole member stockholder of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and similar reorganization or other laws relating to or affecting creditors the enforcement of creditors’ rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)equitable principles. (b) Neither the execution and delivery of this Agreement by Parent or and Merger Sub Sub, nor the consummation by Parent or and Merger Sub of the transactions contemplated hereby hereby, nor compliance by Parent or and Merger Sub with any of the provisions herein will shall (i) result in a violation or breach of or conflict with the organizational documents certificate of incorporation or bylaws of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) Security Interest upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries Merger Sub under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)4.3 below, violate any judgment, ruling, order, writ, injunction, decree, statute statute, law (including the common law), rule or Law regulation applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event described in (ii) or (iii) which does not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.assets..

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26The execution, delivery and performance by each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger SubAgreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by each of Parent and Merger Sub of the transactions Transactions are within the corporate or similar powers of Parent and Merger Sub, as applicable, and, subject to the completion of the actions contemplated hereby by Section 6.12, have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other all necessary corporate proceedings or similar action on the part of Parent, each of Parent and Merger Sub or any Sub. Each of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub this Agreement and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable as applicable, in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws relating to or affecting creditors creditors’ rights generally or by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Lawequity). (b) Neither the execution The execution, delivery and delivery performance by M▇▇▇▇▇ Sub and Parent of this Agreement by Parent or Merger Sub nor and the consummation by Parent or Merger Sub and Parent of the transactions contemplated hereby nor compliance Transactions require no action by Parent or Merger Sub in respect of or filing with any of the provisions herein will Governmental Authority, other than (i) the filing of articles of merger with respect to the Merger with the Office of the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act, and (iii) any additional actions or filings, except those that the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Offer, the Merger and the Transactions. (c) The execution, delivery and performance by M▇▇▇▇▇ Sub and Parent of this Agreement and the consummation of the Transactions do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or certificate of incorporation, as applicable, or bylaws or other constituent documents of Merger Sub and Parent, (ii) assuming compliance with the matters referred to in Section 5.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the organizational documents of Parent matters referred to in Section 5.2(b), require any consent or other action by any of the Parent SubsidiariesPerson under, (ii) result in a violation or any breach of or conflict with any provisions of, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or the loss of any benefit to which Parent or Merger Sub is entitled under, any Contract, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any Merger Sub, with only such exceptions, in the case of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any each of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or clauses (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c(iv), violate any judgmentas would not reasonably be expected, rulingindividually or in the aggregate, order, writ, injunction, decree, statute to have a material adverse effect on Parent’s or Law applicable Merger Sub’s ability to Parent or any of consummate the Parent Subsidiaries or any of their respective properties or assets other than any such event described in (ii) or (iii) which does not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities ActOffer, the Exchange Act, the HSR Act, foreign antitrust or competition laws Merger and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse EffectTransactions.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26The execution, delivery and performance by each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery Subsidiary of this Agreement by Parent (and Merger Subwith respect to Parent, the performance by Parent and Merger Sub of their respective obligations hereunder CVR Agreement) and the consummation by each of Parent and Merger Sub Subsidiary of the transactions Merger and the other Transactions are within the corporate or similar powers of Parent and Merger Subsidiary, as applicable, and, subject to the completion of the actions contemplated hereby by Section 5.15, have been duly authorized by all necessary corporate or similar action on the Board part of each of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No Subsidiary and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) Subsidiary are necessary to authorize the execution execution, delivery and delivery performance of this AgreementAgreement or to consummate the Merger and the other Transactions, subject only, in the performance case of consummation of the Merger, to the receipt of the approval of the Merger by Parent, in its capacity as the sole stockholder of Merger Subsidiary. Each of Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement Subsidiary has been duly executed and delivered by Parent this Agreement (and Merger Sub with respect to Parent, the CVR Agreement) and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub, Subsidiary enforceable against each of Parent and Merger Subsidiary in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws relating to or affecting creditors creditors’ rights generally or by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Lawequity). (b) Neither the execution The execution, delivery and delivery performance by Merger Subsidiary and Parent of this Agreement by Parent or Merger Sub nor (and with respect to Parent, the CVR Agreement) and the consummation by Merger Subsidiary and Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with Transactions require no Consent of any of the provisions herein will Governmental Authority, other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State, (ii) compliance with any applicable requirements of the HSR Act and Foreign Antitrust Laws, (iii) compliance with any applicable requirements set forth on Section 4.2 of the Parent Disclosure Schedules, (iv) the filing of any reports under the Exchange Act as may be required in connection with this Agreement, the Merger, and the other Transactions including pursuant to Schedule 13D, (iv) compliance with applicable state securities or “blue sky” Laws and the securities Laws of any foreign country or any applicable rules of Nasdaq, and (v) any additional Consents with any other Governmental Authority, except, in the case of clause (v), those that the failure of which to make or obtain, individually or in the aggregate, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Subsidiary’s ability to consummate the Merger and the other Transactions. (c) The execution, delivery and performance by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and Parent of this Agreement (and with respect to Parent, the CVR Agreement) and the consummation of the Transactions, including the Merger, do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other constituent documents of Merger Subsidiary and Parent, (ii) assuming compliance with the matters referred to in Section 4.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the organizational documents of Parent or any of the Parent Subsidiariesmatters referred to in Section 4.2(b), (ii) result in a violation or any breach of or conflict with any provisions of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in Parent or Merger Subsidiary’s loss of any benefit or the terminationimposition of any additional payment or other liability under, cancellation ofor alter the rights or obligations of any third party under, or give rise to a right any third party any rights of purchase termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or accelerate the performance required byMerger Subsidiary is a party, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any Merger Subsidiary, with only such exceptions, in the case of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any each of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), which, individually or (iii) which does in the aggregate, would not constitute reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under material adverse effect on Parent’s or Merger Subsidiary’s ability to consummate the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws Merger and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effectother Transactions.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board respective Boards of Directors of each of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and similar reorganization or other laws relating to or affecting creditors the enforcement of creditors’ rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)equitable principles. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries Merger Sub under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or Merger Sub under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation Contract of any kind to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute statute, law (including the common law), rule or Law regulation applicable to Parent or any of the Parent its Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have or result in a Parent Material Adverse Effect. (c) Except for filingsOther than in connection with or in compliance with the provisions of (i) the DGCL, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, (ii) the Exchange Act, (iii) the HSR ActAct and (iv) competition approvals in foreign countries, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectivelyif applicable, no consent, approval, order or authorization of, or registration, declaration or filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority or Person is necessary for the execution and delivery to be obtained or made by Parent or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents has not had and would not reasonably be expected to have or approvals or to make such filings or give such notices does not constitute result in a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy Each of Section 4.26, each of Parent VIH and Merger Sub has have full corporate and limited liability company, respectively, power and, upon receipt of the requisite corporate power and VIH Shareholders’ Approval, authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby the Transaction Documents to which it is a party and party, to carry out its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery by each of VIH and Merger Sub of this Agreement by Parent and Merger Subthe Transaction Documents to which it is a party, the performance by Parent each of VIH and Merger Sub of their respective its obligations hereunder and thereunder and the consummation by Parent each of VIH and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Parent all requisite corporate and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings limited liability company action on the part of Parenteach of VIH and Merger Sub, Merger Sub or any subject only to the receipt of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))VIH Shareholders’ Approval. This Agreement has been duly and validly executed and delivered by Parent each of VIH and Merger Sub andSub, and (assuming due authorization, execution and delivery by the Companyany other applicable parties thereto) constitutes, constitutes or upon such delivery constitutes, a legal, valid and binding obligation of Parent each of VIH and Merger Sub, Sub enforceable against each of VIH and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating subject to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)the Enforcement Exceptions. (b) Neither Assuming the execution VIH Shareholders’ Approval is obtained and the effectiveness of the Domestication, and except for any required Regulatory Filings, the execution, delivery and performance of this Agreement and the Transaction Documents by Parent or VIH and Merger Sub nor and the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent Transactions, do not and will not, with or Merger Sub with any without notice, lapse of the provisions herein will time or both: (i) conflict with or result in a breach or violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, Organizational Documents of VIH or Merger Sub; (ii) except for applicable requirements, if any, of the Securities Act, the Exchange Act, and state securities laws, require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a violation breach or breach of or conflict with any provisions of, or constitute a default under (or an event which, with notice or lapse of time or both), would constitute a default) under, or result in the termination, cancellation ofin, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to a right of purchase any obligation to make payments or provide compensation under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned of VIH under, give any Person the right to exercise any remedy, claim a rebate, chargeback or operated by Parent penalty, accelerate the maturity or any of the Parent Subsidiaries performance under, or result in being declared voidrequire any consent, voidablewaiver, approval, notice, filing, declaration or without further binding effectauthorization under, under any of Material VIH Contract, except, with respect to the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in foregoing clauses (ii) or and (iii) which does ), as would not constitute have a Parent VIH Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board of Parent by, respectively, all necessary corporate action, and by Parent acting in its capacity as the sole member of Merger Sub. No no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation, bylaws or similar organizational documents of Parent Parent, Merger Sub or any other Subsidiary of Parent (such other subsidiaries, the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries underSubsidiaries, or result in being declared void, voidable, a loss of any rights with respect to any such property or without further binding effectassets, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement trust or other instrument or obligation of any kind Contract to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets assets, other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure to obtain DGCL, (ii) compliance with the Exchange Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Offer Documents, the Schedule 13E-3 and such permitsreports under Sections 13, 14 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, and (iii) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority authority, corporate or otherwise, to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board respective boards of directors of each of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other proceedings, corporate proceedings or otherwise, on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required adoption of this Agreement by Parent Vote (as defined in Section 5.11(b))the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and similar reorganization or other laws relating to or affecting creditors the enforcement of creditors’ rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)equitable principles. (b) No vote of the holders of Parent common stock or other securities of Parent is necessary to consummate the Merger. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents Governing Documents of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any Parent Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c4.2(d), violate any judgment, ruling, order, writ, injunction, decree, statute statute, law (including the common law), rule or Law regulation applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have or result in a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a . A “Parent Material Adverse Effect” means a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective boards of directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby Transactions nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws or other similar organizational documents of Parent Parent, Merger Sub or any subsidiary of Parent other than Merger Sub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions ofof or result in the loss of any benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effectSubsidiaries, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, and (iii) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming This Agreement constitutes the accuracy legal, valid, and binding obligation of Section 4.26, each of the Parent and Merger Sub the Acquiror, enforceable against the Parent or the Acquiror, as the case may be, in accordance with its terms. Upon the execution and delivery by the Parent and/or the Acquiror of the Transaction Documents to which it is a party, such Transaction Documents will constitute the legal, valid and binding obligations of the Parent or the Acquiror, as the case may be, enforceable against the Parent or the Acquiror, as the case may be, in accordance with their respective terms, except where such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Each of the Parent and the Acquiror has the requisite all necessary corporate power power, and authority to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby the Transaction Documents to which it is a party and to carry out perform its obligations hereunder and thereunder. The execution and delivery of under this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary Transaction Documents to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes which it is a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)party. (b) Neither the execution and delivery of this Agreement by the Parent or Merger Sub the Acquiror, as the case may be, nor the consummation or performance of any of the Transactions by the Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent Acquiror, as the case may be, will give any Person the right to prevent, delay or Merger Sub otherwise interfere with any of the provisions herein will Transactions pursuant to: (i) result in a violation any provision of the Parent's or breach the Acquiror's Organizational Documents; (ii) any resolution adopted by the board of directors or conflict with the organizational documents of Parent or any stockholders of the Parent Subsidiariesor the Acquiror, as the case may be; (iiiii) result in a violation any Legal Requirement or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in Order to which the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or the Acquiror, as the case may be, may be subject; or (iv) any of Contract to which the Parent Subsidiaries underor the Acquiror, or result in being declared voidas the case may be, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which the Parent or any of the Parent Subsidiaries or any of their respective properties or assets Acquiror, as the case may be, may be bound or bound, except in the case of each of clauses (iii) subject and (iv) above, for such contraventions, conflicts, violations, Liabilities, reassessments, revaluations, breaches or creations of Encumbrances which, individually and in the aggregate, would not have a Material Adverse Effect with respect to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in (ii) or (iii) which does not constitute a Parent Material Adverse EffectAcquiror. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Voting Agreement by Parent and Merger SubSub (to the extent a party), the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement and the Voting Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than Transactions, except for the Required approval of the Merger by Parent Vote (as defined in Section 5.11(b))the owner of all the outstanding capital stock of Merger Sub. This Each of this Agreement and the Voting Agreement has been duly and validly executed and delivered by Parent and Merger Sub (to the extent a party) and, assuming the due authorization, execution and delivery by the CompanyCompany (to the extent a party) and the other parties thereto, constitutes a constitute legal, valid and binding obligation obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject in each case to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) Neither the execution and delivery of this Agreement and the Voting Agreement by Parent or Merger Sub (to the extent a party), nor the consummation by Parent or Merger Sub of the transactions contemplated hereby Transactions nor compliance by Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the organizational documents certificate of incorporation or by-laws of Parent or any of the Parent Subsidiaries, Merger Sub or (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event described in this clause (ii) which, individually or (iii) which does in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent or Merger Sub in connection with Parent’s or Merger Sub’s (to the extent a party) execution, delivery and performance of this Agreement and the Voting Agreement, or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) compliance with the HSR Act, (iii) the filing with the SEC of such permitsreports under Sections 13 or 16 of the Exchange Act, authorizationsas may be required in connection with this Agreement and the Transactions, consents (iv) compliance with the rules of Nasdaq and the NYSE, (v) compliance with the “blue sky” laws of various states, (vi) completing any notice required under the FDCA or approvals similar Laws of jurisdictions other than the United States, and (vii) any such consent, approval, order, authorization, registration, declaration or filing, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite full corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby the Transaction Documents to which it is a party and, upon receipt of the Parent Stockholder Approval and the approval of Parent, in its capacity as the sole stockholder of Merger Sub, to carry out its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery by each of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective this Agreement and the Transaction Documents to which it is a party, the performance by each of Parent and Merger Sub of its obligations hereunder and thereunder and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by all requisite corporate action on the Board part of each of Parent and by Merger Sub, subject only to the receipt of the Parent acting Stockholder Approval and the approval of Parent, in its capacity as the sole member stockholder of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize this Agreement and each such Transaction Document or to consummate the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement and each Transaction Document to which Parent or Merger Sub is a party has been (or will as of the Closing be) duly and validly executed and delivered by each of Parent and Merger Sub andSub, and (assuming due authorization, execution and delivery by the Companyany other applicable parties thereto) constitutes, constitutes or upon such delivery constitutes, a legal, valid and binding obligation of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating subject to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)the Enforcement Exceptions. (b) Neither Assuming the execution Parent Stockholder Approval is obtained and Parent, in its capacity as the sole stockholder of Merger Sub, adopts this Agreement, and except for applicable requirements under the HSR Act, the execution, delivery and performance of this Agreement and the Transaction Documents by Parent and Merger Sub and the consummation of the Transactions, do not and will not, with or without notice, lapse of time or both: (i) conflict with or result in a breach or violation of the Organizational Documents of Parent or Merger Sub; (ii) except for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities Laws, state takeover Laws, and Nasdaq, require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; (iii) conflict with or violate any Law applicable to Parent or Merger Sub nor the consummation or by which any property or asset of Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent is bound or Merger Sub with any of the provisions herein will affected; or (iiv) violate, conflict with, result in a violation breach or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, default under (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both), would constitute a default) under, or result in the termination, cancellation ofin, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to a right of purchase any obligation to make payments or provide compensation under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by of Parent or Merger Sub, give any of Person the Parent Subsidiaries right to declare a default under or require any consent, waiver, approval or authorization under, or result in being declared voidany Material Parent Contract, voidableexcept, or without further binding effectwith respect to the foregoing clauses (ii), under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c(iv), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in (ii) or (iii) which does as would not constitute have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.