Common use of Corporate Authorization; Enforceability Clause in Contracts

Corporate Authorization; Enforceability. (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to approval of this Agreement by the Requisite Company Vote, to consummate the transactions contemplated by this Agreement. The Board of Directors of the Company (the "COMPANY BOARD") has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the shareholders of the Company ((i), (ii), and (iii) collectively, the "COMPANY BOARD RECOMMENDATION"), and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Shareholders Meeting. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to the Requisite Company Vote.

Corporate Authorization; Enforceability. (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to approval adoption of this Agreement by the Requisite Company Vote, to consummate the transactions contemplated by this Agreement. The Board of Directors of the Company (the "COMPANY BOARDCompany Board") ), acting upon the unanimous recommendation of the Special Committee, at a duly held meeting has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement with Parent and MergerCo, (ii) approved the execution, delivery and adopted performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by that the shareholders of the Company adopt this Agreement (including the recommendation of the Special Committee) (i), (ii), and (iii) collectively, the "COMPANY BOARD RECOMMENDATIONCompany Board Recommendation"), ) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Shareholders Meeting. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to the Requisite Company Vote.

Corporate Authorization; Enforceability. (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to approval of this Agreement by the Requisite Company Vote, to consummate the transactions contemplated by this Agreement. The Board of Directors of the Company (the "COMPANY BOARDCompany Board") has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the shareholders of the Company ((i), (ii), and (iii) collectively, the "COMPANY BOARD RECOMMENDATIONCompany Board Recommendation"), and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Shareholders Meeting. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to the Requisite Company Vote.

Corporate Authorization; Enforceability. (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to approval of this Agreement by the Requisite Company Vote, to consummate the transactions contemplated by this Agreement, including the Merger. The Board of Directors Company Board, acting upon the unanimous recommendation of the Company (Special Committee, at a duly held meeting has, by unanimous vote of all of the "COMPANY BOARD") has unanimously directors, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement with Parent and MergerCo, (ii) approved the execution, delivery and adopted performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by that the shareholders of the Company approve this Agreement ((i), (ii), and (iii) collectivelycollectively with the recommendation of the Special Committee, the "COMPANY BOARD RECOMMENDATION"), “Company Board Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Shareholders Meeting. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of the CompanyCompany and no further action is required on the part of the Company to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject only to the Requisite Company VoteVote and the filing of the Articles of Merger.

Corporate Authorization; Enforceability. (a) The Company has all the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to approval adoption of this Agreement by the Requisite Company Vote, to consummate the transactions contemplated by this Agreement. The Board board of Directors directors of the Company (the "COMPANY BOARD"“Company Board”) has unanimously adopted resolutions (i) determined that approving and declaring advisable the Merger, this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to by this Agreement; (ii) declaring that it is advisable and in the best interests of the stockholders of the Company and its shareholders, (ii) approved and adopted that the Company enters into this Agreement and consummates the transactions contemplated hereby, including Merger on the Merger, terms and subject to the conditions set forth in this Agreement; (iii) resolved to recommend approval directing that adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company; and (iv) recommending to the transactions contemplated hereby, including the Merger, by the shareholders stockholders of the Company that they adopt this Agreement ((ithe “Company Board Recommendation”), (ii), and (iii) collectively, the "COMPANY BOARD RECOMMENDATION"), and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Shareholders Meeting. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to the Requisite Company Vote.