Common use of Corporate Power; Enforceability Clause in Contracts

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby. This Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to execute and deliver this Agreementthe Transaction Agreements, to perform its covenants and obligations hereunder thereunder and, assuming subject in the accuracy case of the representation set forth in consummation of the first sentence of Section 5.6Merger to obtaining the Requisite Stockholder Approval, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of this Agreementthe Transaction Agreements, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, thereunder and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreementthe Transaction Agreements, the performance by the Company of its covenants and obligations hereunder thereunder or the consummation of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. This Agreement has The Transaction Agreements have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger SubAcquisition Sub or the other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws of general applicability affecting or relating to creditors’ rights generally, generally and (b) is subject to general principles of equity (collectively, the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company Each of Parent and Acquisition Sub has all the requisite corporate power and authority to execute and deliver this Agreementthe Transaction Agreements to which it is a party, and to perform its respective covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, thereunder and to consummate the Transactions. The execution and delivery by each of Parent and Acquisition Sub of the Company of this AgreementTransaction Agreements to which it is a party, the performance by the Company Parent and Acquisition Sub of its their respective covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, thereunder and the consummation by the Company Parent and Acquisition Sub of the Transactions have been duly and validly authorized by all necessary limited partnership or corporate action action, as applicable, on the part of the CompanyParent and Acquisition Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional limited partnership or corporate proceedings or actions actions, as applicable, on the part of the Company Parent and Acquisition Sub are necessary to authorize the execution and delivery by each of Parent and Acquisition Sub of the Company of this AgreementTransaction Agreements to which it is a party, the performance by the Company Parent and Acquisition Sub of its their respective covenants and obligations hereunder thereunder or the consummation by Parent and Acquisition Sub of the TransactionsTransactions other than the Parent Unitholder Consent. This Agreement has The Transaction Agreements have been duly and validly executed and delivered by the Company each of Parent and Acquisition Sub, respectively, and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe Company or the other parties thereto, constitutes a constitute legal, valid and binding obligation obligations of the Companyeach of Parent and Acquisition Sub, enforceable against the Company each in accordance with its their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”)Limitations. The Company BoardBoard of Directors of Acquisition Sub, at a meeting acting by written consent, duly called and held prior to the date hereof, has: unanimously adopted resolutions (i) determined approving this Agreement, the Merger and the other Transactions, (ii) determining that it is the terms of the Merger and the other Transactions are fair to and in the best interests of the Company and Acquisition Sub, (iii) recommending that its stockholders, and declared it advisable, for the Company to enter into sole stockholder adopt this Agreement and consummate (iv) declaring that the Transactions, (ii) approved the execution and delivery by the Company Transaction Agreements to which it is a party are advisable. The sole stockholder of Acquisition Sub has adopted this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to execute and deliver this Agreementthe Transaction Agreements, to perform its covenants and obligations hereunder thereunder and, assuming subject in the accuracy case of the representation set forth in consummation of the first sentence of Section 5.6Merger, to obtaining the Requisite Stockholder Approval, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (excluding the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (i) determined that the Transaction Agreements and the Transactions , are advisable and in the best interests of the Company and the Company Stockholders, (ii) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions and (iii) resolved to recommend adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matter be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of this Agreementthe Transaction Agreements, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, thereunder and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreementthe Transaction Agreements, the performance by the Company of its covenants and obligations hereunder thereunder or the consummation of the TransactionsTransactions , other than in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval. This Agreement Each of the Transaction Agreements has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger SubAcquisition Sub or the other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, generally and (b) is subject to general principles of equity (collectively, the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its their respective covenants and obligations hereunder and, assuming subject to the accuracy filing and recordation of appropriate merger documents as required by the representation set forth in the first sentence of Section 5.6ICL, to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company Parent and Merger Sub of this Agreement, the performance by the Company Parent and Merger Sub of its their respective covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other action on the part of the CompanyParent and Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional other corporate proceedings or actions other proceeding on the part of the Company are Parent or Merger Sub is necessary to authorize the execution and delivery by the Company Parent and Merger Sub of this Agreement, the performance by the Company Parent and Merger Sub of its their respective covenants and obligations hereunder or the consummation by Parent and Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general applicability affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”)equity. The Company Board, at a meeting duly called and held prior to the date hereof, hasboard of directors of Merger Sub has unanimously: (i) determined that it the Merger is fair to, and in the best interests interest of, Merger Sub and its shareholder, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company and will be unable to fulfill the obligations of Merger Sub to its stockholders, and declared it advisable, for creditors as a result of the Company to enter into this Agreement and consummate the TransactionsMerger, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein Merger and the consummation of the Transactions upon the terms and subject to the conditions contained herein other transactions contemplated herby, and (iii) resolved, subject to the terms and conditions set forth in this Agreement, resolved to recommend that the Company Stockholders accept the Offer and tender their Company Shares to sole shareholder of Merger Sub approve this Agreement, the Merger and the other transactions contemplated hereby, pursuant to the Offerterms hereof (which approval has been obtained simultaneously with the execution of this Agreement). No vote of the holders of any of the issued and outstanding shares of capital stock of Parent is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. The adoption of this Agreement by Parent as the sole shareholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the transactions contemplated hereby, including the Merger.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is, or is specified to be, a party, and, subject to obtaining the approval of this Agreement by the requisite Company Shareholders required by the Charter Documents or applicable provisions of the Colorado Corporation Law, to consummate the Transactions (the “Company Shareholder Approval”), to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to and thereunder consummate the Transactions. The Other than the Company Shareholder Approval, the execution and delivery by the Company of this AgreementAgreement and each Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and thereunder and the consummation by the Company of the Transactions Transactions, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this AgreementAgreement or any Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactions, including the Merger. This Agreement has been duly and validly executed and delivered by the Company and, at or before the Closing, the Company will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party. Subject to receipt of the Company Shareholder Approval, this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is, or is specified to be, a party, to perform its covenants and obligations hereunder and, assuming subject to obtaining the accuracy approval of this Agreement, the representation Merger and the other transactions contemplated hereby (including those set forth in Section 6.3(a) of the first sentence Disclosure Letter) by holders of at least a majority of the Company Shares voted at the Company Shareholders Meeting, provided (1) such majority includes more than 50% of the Company Shares voted (not counting any absentee votes) by shareholders that are not Merger Sub, Parent or any person or entity holding at least 25% of the means of control of either Merger Sub or Parent, or any person or entity acting on behalf of either Merger Sub or Parent or any family member of, or entity controlled by, any of the foregoing and (2) either (i) such majority includes the affirmative vote of at least a majority of the total votes cast by shareholders who are present and voting (not counting any absentee votes) who are not “controlling shareholders” in the Company and do not have a “personal interest” (each as defined in the ICL) in the matter, or (ii) the total number of Company Shares voted against the proposal to approve this Agreement, the Merger and the other transactions contemplated hereby (including those set forth in Section 5.66.3(a) of the Disclosure Letter) by shareholders who are neither “controlling shareholders” in the Company nor have a “personal interest” in the matter who were present and voted, does not exceed two percent (2%) of the total voting rights in the Company (the “Company Shareholder Approval”), to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Company of this AgreementAgreement and each Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and thereunder and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this AgreementAgreement or any of Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactionstransactions contemplated hereby and thereby, other than (assuming the accuracy of the representations and warranties in Section 4.7 below) obtaining the Company Shareholder Approval for the consummation of transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company andand at or before the Closing the Company will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offerequity.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming subject to obtaining the accuracy approval of the representation set forth holders of a majority of the Company Shares voted (in person or by proxy) on such matter (excluding (i) any absentee votes and (ii) Company Shares held by Parent or deemed to be held by Parent pursuant to the first sentence ICL) at a meeting of Section 5.6the Company Shareholders duly called and held for such purpose (with respect to the Merger, such approval, the “Company Shareholder Approval”) and the filing and recordation of appropriate merger documents as required by the ICL, to consummate the Transactions. The execution Merger and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionsother transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, equity. No additional corporate proceedings on the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests part of the Company and its stockholders, and declared it advisable, for the Company are necessary to enter into this Agreement and consummate the Transactions, (ii) approved authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and obligations hereunder or, subject to obtaining the Company Shareholder Approval, the consummation of the Transactions upon Merger and the terms other transactions contemplated hereby. At a meeting duly called and subject held prior to the conditions contained herein execution of this Agreement in compliance with the articles of association of the Company (“Charter Documents”) and applicable Laws, the Company Board has unanimously: (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors as a result of the Merger; (ii) approved this Agreement, the Merger and the other transactions contemplated hereby; and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that made the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the OfferBoard Recommendation.

Corporate Power; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company comply with each of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.65.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition following the Acceptance Time, to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, the Company’s performance of and compliance with its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition following the Acceptance Time, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the Company’s performance by the Company of and compliance with its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ai) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (bii) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company Each of Parent, Acquisition Sub and the Guarantors has all the requisite corporate power and authority to execute and deliver this Agreementthe Transaction Agreements to which it is a party, and to perform its their respective covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, thereunder and to consummate the Transactions. The execution and delivery by Parent, Acquisition Sub and the Company Guarantors of this AgreementTransaction Agreements to which it is a party, the performance by Parent, Acquisition Sub and the Company Guarantors of its their respective covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, thereunder and the consummation by Parent, Acquisition Sub and the Company Guarantors of the Transactions have been duly and validly authorized by all necessary limited liability company, limited partnership or corporate action action, as applicable, on the part of Parent, Acquisition Sub and the CompanyGuarantors, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional limited liability company, limited partnership or corporate proceedings or actions proceedings, as applicable, on the part of Parent, Acquisition Sub and the Company Guarantors are necessary to authorize the execution and delivery by Parent, Acquisition Sub and the Company Guarantors of this Agreementthe Transaction Agreements to which it is a party, the performance by Parent, Acquisition Sub and the Company Guarantors of its their respective covenants and obligations hereunder thereunder or the consummation by Parent, Acquisition Sub and the Guarantors of the Transactions. This Agreement Each of Transaction Agreements to which Parent, Acquisition Sub and the Guarantors is a party has been duly and validly executed and delivered by each of Parent, Acquisition Sub and the Company Guarantors, respectively, and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe Company, constitutes a legal, valid and binding obligation of each of Parent, Acquisition Sub and the CompanyGuarantors, enforceable against the Company each in accordance with its terms, except that such enforceability subject to the Enforceability Limitations. The Managing Shareholder of Parent, has (ai) may be limited by applicable bankruptcyapproved this Agreement, insolvency, reorganization, moratorium the Merger and the other similar Laws affecting or relating to creditors’ rights generally, Transactions and (bii) is subject determined that the terms of the Merger and the other Transactions are fair to general principles and in the best interests of equity (collectively, the “Enforceability Exceptions”)Parent and its shareholders. The Company BoardBoard of Directors of Acquisition Sub, at a meeting duly called and held prior to the date hereofduly held, has: duly and unanimously adopted resolutions (i) determined approving this Agreement, the Merger and the other Transactions, (ii) determining that it is the terms of the Merger and the other Transactions are fair to and in the best interests of the Company Acquisition Sub and its stockholdersParent, and declared it advisable, for the Company to enter into (iii) recommending that Parent adopt this Agreement and consummate the Transactions(iv) declaring that this Agreement is advisable. Parent, (ii) approved the execution and delivery by the Company as sole stockholder of Acquisition Sub, has adopted this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation . The affirmative vote of the Transactions upon holders of the terms and subject capital stock of Parent, or any of them, is not necessary to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in approve this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the OfferAgreement or consummate any Transaction.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and each Company Ancillary Agreement to which it is, or is specified to be, a party, to perform its covenants and obligations hereunder and, assuming subject to obtaining the accuracy approval of this Agreement (including the Company Ancillary Agreements) by holders of at least a majority of the representation set forth in Company Shares voted at the first sentence of Section 5.6Company Shareholder Meeting (not counting any absentee votes) (the “Company Shareholder Approval”), to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Company of this AgreementAgreement and each Company Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and thereunder and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this AgreementAgreement or any of Company Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactionstransactions contemplated hereby and thereby, other than (assuming the accuracy of the representations and warranties in ‎Section 4.7 below) obtaining the Company Shareholder Approval for the consummation of transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company andand at or before the Closing will have duly executed and delivered each Company Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Company Ancillary Agreement to which it is, or is specified to be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offerequity.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and herein, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept adopt this Agreement and (iv) directed that this Agreement and the Offer and tender their Company Shares to Merger Sub pursuant Transactions be submitted to the OfferCompany Stockholders for approval and adoption thereby.

Corporate Power; Enforceability. The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its their respective covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company Parent and Merger Sub of this Agreement, the performance by the Company Parent and Merger Sub of its their respective covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other action on the part of the CompanyParent and Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional other corporate proceedings or actions other proceeding on the part of the Company are Parent or Merger Sub is necessary to authorize the execution and delivery by the Company Parent and Merger Sub of this Agreement, the performance by the Company Parent and Merger Sub of its their respective covenants and obligations hereunder or the consummation by Parent and Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general applicability affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”)equity. The Company Board, at a meeting duly called and held prior to the date hereof, hasboard of directors of Merger Sub has unanimously: (i) determined that it the Merger is fair to, and in the best interests interest of, Merger Sub and its shareholder, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company and will be unable to fulfill the obligations of Merger Sub to its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactionscreditors, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein Merger and the consummation of the Transactions upon the terms and subject to the conditions contained herein other transactions contemplated herby, and (iii) resolved, subject to the terms and conditions set forth in this Agreement, resolved to recommend that the Company Stockholders accept the Offer and tender their Company Shares to sole shareholder of Merger Sub approve this Agreement, the Merger and the other transactions contemplated hereby, pursuant to the Offerterms hereof (which approval has been obtained simultaneously with the execution of this Agreement). No vote of the holders of any of the issued and outstanding shares of capital stock of Parent is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. The adoption of this Agreement by Parent as the sole shareholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the transactions contemplated hereby, including the Merger.

Corporate Power; Enforceability. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming and to consummate the transactions contemplated hereby. Assuming the accuracy of the representation set forth representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby, other than, in the case of the Merger, filing the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Acquisition Sub, and the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (by) is subject to general principles of equity (clause (x) and (y) collectively, the “Enforceability ExceptionsException”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming subject to obtaining the accuracy of the representation set forth in the first sentence of Section 5.6Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. At a meeting duly called and held prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously, upon the terms and subject to the conditions set forth herein, (i) determined that this Agreement and the Merger are advisable and in the best interests of the Company and the Company Stockholders, (ii) approved the execution, delivery and performance of this Agreement and (iii) subject to Section 5.02 hereof, resolved to recommend adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matter be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming subject to obtaining the accuracy of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions have been duly Requisite Stockholder Approval and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby, other than in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Acquisition Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, generally (whether now or hereafter in effect) and (b) is subject to general principles of equity (collectively, the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The (a) Subject to the filing of the Certificate of Amendment with the Secretary of State for the State of Delaware, the Company has all the requisite corporate power and authority to to: (i) execute and deliver this Agreement, to Agreement and the other Transaction Documents; (ii) perform its covenants and obligations hereunder and, and thereunder; and (iii) subject to receiving the Requisite Stockholder Approval and assuming that the accuracy of the representation representations set forth in the first sentence of Section 5.64.6 are true and correct, to consummate the TransactionsCasdin Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andhereunder, assuming and the accuracy consummation of the representation transactions contemplated by this Agreement and the other Transaction Documents, have been duly authorized and approved by the Company Board, and except for obtaining the Requisite Stockholder Approval and assuming that the representations set forth in the first sentence of Section 5.64.6 are true and correct, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary no other corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings Company or actions on the part of the Company are Stockholders is necessary to authorize the execution and delivery by the Company of this AgreementAgreement or the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated by this Agreement or the consummation of the Transactionsother Transaction Documents. This Agreement and each other Transaction Document has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger SubPurchaser, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and generally or (bB) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offerequity.

Corporate Power; Enforceability. The (a) Subject to the filing of the Certificate of Amendment with the Secretary of State for the State of Delaware, the Company has all the requisite corporate power and authority to to: (i) execute and deliver this Agreement, to Agreement and the other Transaction Documents; (ii) perform its covenants and obligations hereunder and, and thereunder; and (iii) subject to receiving the Requisite Stockholder Approval and assuming that the accuracy of the representation representations set forth in the first sentence of Section 5.64.6 are true and correct, to consummate the TransactionsViking Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andhereunder, assuming and the accuracy consummation of the representation transactions contemplated by this Agreement and the other Transaction Documents, have been duly authorized and approved by the Company Board, and except for obtaining the Requisite Stockholder Approval and assuming that the representations set forth in the first sentence of Section 5.64.6 are true and correct, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary no other corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings Company or actions on the part of the Company are Stockholders is necessary to authorize the execution and delivery by the Company of this AgreementAgreement or the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated by this Agreement or the consummation of the Transactionsother Transaction Documents. This Agreement and each other Transaction Document has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger SubPurchaser, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and generally or (bB) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offerequity.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is, or is specified to be, a party, to perform its covenants and obligations hereunder and, assuming subject to obtaining the accuracy approval of this Agreement by holders of at least 75% of the representation set forth Company Shares voted at the Company Shareholder Meeting (not counting any absentee votes), and provided that either (a) such 75% (or more) majority shall include the affirmative vote of holders of a majority of the Company Shares voted at the Company Shareholder Meeting, which Company Shares are held by shareholders who are not controlling shareholders (as such term is defined in the first sentence ICL) of Section 5.6the Company and do not have a personal interest (as such term is defined in the ICL) in the approval of this Agreement and the transactions contemplated hereunder (not counting any absentee votes), or (b) the total number of Ordinary Shares held by such shareholders referred to in clause (a) that voted against the approval of this Agreement and the transactions contemplated hereunder, including the Merger at the Company Shareholder Meeting does not exceed two percent (2%) of the aggregate voting rights in the Company (the “Company Shareholder Approval”), to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Company of this AgreementAgreement and each Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and thereunder and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this AgreementAgreement or any of Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactionstransactions contemplated hereby and thereby, other than (assuming the accuracy of the representations and warranties in ‎Section 4.7 below) obtaining the Company Shareholder Approval for the consummation of transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company andand at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offerequity.

Corporate Power; Enforceability. The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its their respective covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company Parent and Merger Sub of this Agreement, the performance by the Company Parent and Merger Sub of its their respective covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other action on the part of the CompanyParent and Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional other corporate proceedings or actions other proceeding on the part of the Company are Parent or Merger Sub is necessary to authorize the execution and delivery by the Company Parent and Merger Sub of this Agreement, the performance by the Company Parent and Merger Sub of its their respective covenants and obligations hereunder or the consummation by Parent and Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”)Bankruptcy and Equity Exception. The Company Board, at a meeting duly called and held prior to the date hereof, hasboard of directors of Merger Sub has unanimously: (i) determined that it the Merger is fair to, and in the best interests interest of, Merger Sub and its shareholder, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company and will be unable to fulfill the obligations of Merger Sub to its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactionscreditors, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein Merger and the consummation of the Transactions upon the terms and subject to the conditions contained herein other transactions contemplated herby, and (iii) resolved, subject to the terms and conditions set forth in this Agreement, resolved to recommend that the Company Stockholders accept the Offer and tender their Company Shares to sole shareholder of Merger Sub approve this Agreement, the Merger and the other transactions contemplated hereby, pursuant to the Offerterms hereof (which approval has been obtained simultaneously with the execution of this Agreement). No vote of the holders of any of the issued and outstanding shares of capital stock of Parent is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. The adoption of this Agreement by Parent as the sole shareholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the transactions contemplated hereby, including the Merger.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.65.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition following the Acceptance Time, to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.65.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition following the Acceptance Time, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the TransactionsAgreement, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions Offer, the Merger and the other transactions contemplated hereby upon the terms and subject to the conditions contained herein herein, and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, Agreement and each Related Agreement to which it will be a party; (b) perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to and thereunder; (c) consummate the Transactionstransactions contemplated hereunder and thereunder and (d) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery by the Company of this AgreementAgreement and each Related Agreement to which it will be a party, the performance by the Company of its covenants and obligations hereunder andand thereunder, assuming and the accuracy consummation of the representation set forth in Merger and the first sentence of Section 5.6, the consummation by the Company of the Transactions transactions contemplated hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of the Company, Company and, except for the other than filing of the Certificate of Merger with pursuant to the Secretary of State of the State of DelawareDGCL, no additional corporate proceedings or actions on the part of the Company are necessary to authorize (i) the execution and delivery by the Company of this Agreement, Agreement and each Related Agreement to which it is a party; (ii) the performance by the Company of its covenants and obligations hereunder or and thereunder; (iii) the consummation of the TransactionsTransaction contemplated hereunder and thereunder or (iv) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement has been and each Related Agreement to which the Company will be a party will when delivered, be duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent, Merger Sub and Merger Subthe other parties thereto, as applicable, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity effecting the availability of specific performance and other equitable remedies (collectively, clauses (A) and (B), the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder andauthority, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.5 and subject to receipt of the Required Company Stockholder Approval, to execute and deliver this Agreement, to perform its covenants and obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.5 and subject to receipt of the Required Company Stockholder Approval, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, the Spin-Off Agreements and each other document to be entered into by the Company in connection with the transactions contemplated hereby and thereby (together, the “Company Transaction Documents”); (b) perform its covenants and obligations hereunder and, assuming and thereunder; and (c) subject to receiving the accuracy Requisite Stockholder Approvals (and making the corresponding filing of the representation set forth in Charter amendment with the first sentence State of Section 5.6Delaware), to consummate the Transactions, the Spin-Off and the other transactions contemplated by the Company Transaction Documents. The execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andhereunder, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions have been, and the execution and delivery of the other Company Transaction Documents and the consummation of the transactions contemplated thereby has been or shall be duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company or its stockholders are necessary to authorize (i) the execution and delivery of the Company Transaction Documents by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder and thereunder; or (iii) subject to the receipt of the Requisite Stockholder Approvals (and making the corresponding filing of the Charter amendment with the State of Delaware), the consummation of the Transactions, the Spin-Off and the other transactions contemplated by the Company Transaction Documents. This Agreement has been been, and the other Company Transaction Documents shall be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx the Parent, this Agreement constitutes, and Merger Subthe other Company Transaction Documents will constitute, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity (collectivelythe foregoing (A) and (B), the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, Agreement and any Transaction Document to which it is a party; (b) perform its covenants and obligations hereunder andunder this Agreement and any Transaction Document to which it is a party; and (c) subject to receiving the Requisite Stockholder Approval, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to consummate the TransactionsMerger. The execution and delivery of this Agreement and any Transaction Document to which it is a party by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andand thereunder, assuming and the accuracy consummation of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions Merger have each been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement and any Transaction Document to which it is a party by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder under this Agreement or any Transaction Document to which it is a party; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the TransactionsMerger. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity (collectively, the “Enforceability ExceptionsLimitations”). The Company BoardExcept for the Requisite Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, at a meeting duly called and held prior to no other corporate proceedings on the date hereof, has: (i) determined that it is in the best interests part of the Company and its stockholders, and declared it advisable, for the Company are necessary to enter into this Agreement and consummate the Transactions, (ii) approved authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein obligations under this Agreement and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in transactions contemplated by this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.5 and, with respect to the Merger, subject to obtaining the Stockholder Approval to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.5 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby. This Assuming the accuracy of the representation set forth in the first sentence of Section 4.5, this Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent, Intermediate Holdco and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming subject, in the case of the Merger, to obtaining the Stockholder Approval if required under applicable Law, to consummate the transactions contemplated hereby. Assuming the accuracy of the representation set forth representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby, other than, in the case of the Merger, obtaining the Stockholder Approval if required by applicable Law and filing AGREEMENT AND PLAN OF MERGER the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Acquisition Sub, and the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (by) is subject to general principles of equity (clause (x) and (y) collectively, the “Enforceability ExceptionsException”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to to: (a) execute and deliver this AgreementAgreement and the Support Agreements (together, the “Company Documents”) and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by the Company and delivered to Parent pursuant to this Agreement as of the date hereof or in connection with the consummation of the Closing (for the avoidance of doubt, and notwithstanding anything to the contrary, the foregoing shall not be deemed to include agreements, documents, instruments or certificates that may be executed and delivered bv the Company solely with respect to the Financing); (b) perform its covenants and obligations hereunder and, hereunder; and (c) assuming the accuracy of the representation representations and warranties of Parent and Merger Sub set forth in the first second sentence of Section 5.64.6 (without giving effect to any Knowledge qualification therein), subject to receiving the Requisite Shareholder Approval, consummate the TransactionsMerger. The execution and delivery of this Agreement and the Company Documents by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andand thereunder, assuming and the accuracy consummation of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions Merger have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement or the Company Documents by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder or thereunder; or (iii) assuming the accuracy of the representations and warranties of Parent and Xxxxxx Sub set forth in the second sentence of Section 4.6 (without giving effect to any Knowledge qualification therein), subject to the receipt of the Requisite Shareholder Approval, the consummation of the TransactionsMerger. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, liquidation, preferential transfer and other similar Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity (collectively, regardless of whether enforcement is sought in a proceeding at equity or law) (the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming subject, in the case of the Merger, to obtaining the Stockholder Approval if required under applicable Law, to consummate the transactions contemplated hereby. Assuming the accuracy of the representation set forth representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby, other than, in the case of the Merger, obtaining the Stockholder Approval if required by applicable Law and filing the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Acquisition Sub, and the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ ' rights generally, and (by) is subject to general principles of equity (clause (x) and (y) collectively, the “"Enforceability Exceptions”Exception"). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.65.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition as of the Acceptance Time, to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.65.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition as of the Acceptance Time, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company. The Company Board has, andat a meeting duly called and held, unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, and declared it advisable for the Company to enter into this Agreement, (b) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Offer and the Merger and the other transactions contemplated by this Agreement upon the terms and subject to the conditions contained herein, and (c) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer (the matters described in clauses (a) through (c), the “Company Board Recommendation”), which resolutions, except to the extent expressly permitted by Section 6.3, have not been rescinded, modified or withdrawn in any way. Except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby. This Assuming the accuracy of the representation set forth in the first sentence of Section 5.6, this Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, generally and (by) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority authority, and has taken all necessary corporate action required, to (a) execute and deliver this Agreement, Agreement and the other Transaction Documents to which it is a party; (b) perform its covenants and obligations hereunder and, assuming and thereunder; and (c) consummate the accuracy Transactions (subject only to receipt of the representation set forth in the first sentence of Section 5.6, to consummate the TransactionsStockholder Consent). The execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andhereunder, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company Company, other than receipt of the Stockholder Consent, are necessary to authorize (i) the execution and delivery of this Agreement and such other Transaction Documents by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder and thereunder; or (iii) the consummation of the Transactions. Prior to the execution of this Agreement, the board of directors of the Company, by resolutions duly adopted at a meeting duly called and held or via unanimous written consent, has (A) approved and authorized the execution and delivery of this Agreement, (B) approved the consummation of the Transactions, (C) determined that the execution and delivery of this Agreement and the consummation of the Transactions are advisable, (D) recommended that the Seller, as the sole stockholder of the Company, approve and adopt this Agreement and the Transactions, and (E) directed that this Agreement and the principal terms of the Transactions be submitted to the sole stockholder of the Company for its approval and adoption. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other Parties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, ; and (by) is subject to general principles of equity (collectively, the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is, or is specified to be, a party, and, subject to obtaining the approval of this Agreement by the requisite Company Shareholders required by the Charter Documents or applicable provisions of the GCL, to consummate the Transactions (the “Company Shareholder Approval”), to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to and thereunder consummate the Transactions. The Other than the Company Shareholder Approval, the execution and delivery by the Company of this AgreementAgreement and each Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and thereunder and the consummation by the Company of the Transactions Transactions, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this AgreementAgreement or any Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactions, including the Merger. This Agreement has been duly and validly executed and delivered by the Company and, at or before the Closing, the Company will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party. Subject to receipt of the Company Shareholder Approval, this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is, or is specified to be, a party, to perform its covenants and obligations hereunder and, assuming subject to obtaining the accuracy approval of this Agreement, the Merger and the other transactions contemplated hereby by holders of at least a majority of the representation set forth Company Shares voted at the Company Shareholders Meeting, provided that (1) such majority includes more than 50% of the Company Shares voted (not counting any absentee votes) by shareholders that are not Merger Sub, Parent or any person or entity holding at least 25% of the means of control of either Merger Sub or Parent, or any person or entity acting on behalf of either Merger Sub or Parent or any family member of, or entity controlled by, any of the foregoing and (2) either (i) such majority includes the affirmative vote of at least a majority of the total votes cast by shareholders who are present and voting (not counting any absentee votes) who are not “controlling shareholders” in the first sentence Company and do not have a “personal interest” (each as defined in the ICL) in the matter, or (ii) the total number of Section 5.6Company Shares voted against the proposal to approve this Agreement, the Merger and the other transactions contemplated hereby by shareholders who are neither “controlling shareholders” in the Company nor have a “personal interest” in the matter who were present and voted, does not exceed two percent (2%) of the total voting rights in the Company (the “Company Shareholder Approval”), to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Company of this AgreementAgreement and each Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and thereunder and the consummation by the Company of the Transactions transactions contemplated hereby and thereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this AgreementAgreement or any of the Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactionstransactions contemplated hereby and thereby, other than (assuming the accuracy of the representations and warranties in Section 3.3 below) obtaining the Company Shareholder Approval for the consummation of transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company andand at or before the Closing the Company will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offerequity.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder andhereunder; and (c) subject to receiving the Requisite Stockholder Approval, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to consummate the TransactionsMerger. The execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andhereunder, assuming and the accuracy consummation of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions Merger have been duly and validly unanimously authorized and approved by all necessary corporate action on the part Company Board (upon the unanimous recommendation of the CompanySpecial Committee), and, and except for obtaining the Requisite Stockholder Approval and filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the TransactionsMerger. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe Buyer Parties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (A) such enforceability (a) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, ; and (bB) is equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity the court before which any proceeding therefor may be brought (collectively, the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.3.3

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.63.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and herein, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept adopt this Agreement and (iv) directed that this Agreement and the Offer and tender their Company Shares to Merger Sub pursuant Transactions be submitted to the OfferCompany Stockholders for approval and adoption thereby.

Corporate Power; Enforceability. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company has all requisite corporate power and authority to execute and deliver this Agreement and the Support Agreement, to perform its covenants and obligations hereunder and thereunder and, assuming subject, in the case of the Merger, to obtaining the Stockholder Approval if required under applicable Law, to consummate the transactions contemplated hereby and thereby. Assuming the accuracy of the representation set forth representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement and the Support Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and thereunder and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the Support Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactionstransactions contemplated hereby and thereby, other than, in the case of the Merger, obtaining the Stockholder Approval if required by applicable Law and filing the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. This Each of this Agreement and the Support Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Acquisition Sub, and the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (by) is subject to general principles of equity (clause (x) and (y) collectively, the “Enforceability ExceptionsException”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.