Common use of Power; Enforceability Clause in Contracts

Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its covenants and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval (as defined in Section 3.3), to consummate the Transactions. The execution and delivery by the Company of this Agreement and the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement or the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation by the Company of the Transactions, other than obtaining the Requisite Stockholder Approval. As of the date of this Agreement, the board of directors of the Company (at a meeting duly called and held) has: (a) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholders; (b) unanimously approved and adopted this Agreement and approved the Merger and the other Transactions; and (c) subject to the right of the Company’s board of directors to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d), unanimously recommended the adoption of this Agreement by the Company’s stockholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a)). This Agreement has been and each of the other Transaction Documents has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally and by general equitable and public policy principles.

Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its covenants and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval (as defined in Section 3.3)Required Shareholder Approval, to consummate the Transactions. The execution and delivery by the Company of this Agreement and the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement or the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation by the Company of the Transactions, other than obtaining the Requisite Stockholder Required Shareholder Approval. As of the date of this Agreement, the board of directors of the Company Board (at a meeting duly called and held) hashas unanimously: (a) unanimously determined that this Agreement and the Merger is Transactions are advisable and fair to and in the best interests of the Company and its stockholdersshareholders; (b) unanimously approved and adopted this Agreement and approved the Merger and the other Transactions; and (c) subject to the right of the Company’s board of directors Company Board to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d5.3(e), unanimously recommended the approval and adoption of this Agreement by the Company’s stockholders 's shareholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders 's shareholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a))Shareholders' Meeting. This Agreement has been been, and each of the other Transaction Documents has been or will be, duly executed and delivered by the Company (to the extent it is a party thereto) and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a or will constitute the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ ' rights generally and by general equitable and public policy principles.

Power; Enforceability. The Company Each of Parent and Merger Sub, respectively, has all requisite corporate power and authority authority, respectively, to execute and deliver this Agreement and the other Transaction DocumentsDocuments to which it is a party, to perform its covenants and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval (as defined in Section 3.3), and to consummate the Transactions. The execution and delivery by the Company Parent and Merger Sub, respectively, of this Agreement and the other Transaction DocumentsDocuments to which it is a party, the performance by the Company Parent and Merger Sub of its respective covenants and obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on the part of the CompanyParent and Merger Sub, respectively, and no additional corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize the execution and delivery by the Company Parent and Merger Sub of this Agreement or the other Transaction Documents, the performance by the Company Parent or Merger Sub of its respective covenants and obligations hereunder and thereunder or the consummation by the Company Parent or Merger Sub of the Transactions, other than obtaining the Requisite Stockholder Approval. As of the date of this Agreement, the board of directors of the Company (at a meeting duly called and held) has: (a) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholders; (b) unanimously approved and adopted this Agreement and approved the Merger and the other Transactions; and (c) subject to the right of the Company’s board of directors to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d), unanimously recommended the adoption of this Agreement by the Company’s stockholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a)). This Agreement has been and each of the other Transaction Documents has been or will be duly executed and delivered by Parent and Merger Sub, respectively, to the Company extent it is a party thereto, and, assuming the due authorization, execution and delivery of this Agreement and the other Transaction Documents by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of them in accordance with their respective its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ ' rights generally and by general equitable and public policy principles.

Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement and each Ancillary Agreement to which the other Transaction Documents, to Company is a party; (b) perform its covenants and obligations hereunder under this Agreement and thereunder and, each Ancillary Agreement to which the Company is a party; and (c) subject to obtaining receiving the Requisite Stockholder Approval (as defined in Section 3.3)Shareholder Approval, to consummate the Transactions. The Subject to the receipt of the Table of Contents Requisite Shareholder Approval, the execution and delivery by the Company of this Agreement and each Ancillary Agreement to which the other Transaction DocumentsCompany is a party, the performance by the Company of its covenants and obligations hereunder and thereunder thereunder, and the consummation by the Company of the Transactions have been duly authorized and approved by all necessary corporate action on the part of the Company, Company and no additional corporate proceedings actions on the part of the Company are necessary to authorize (i) the execution and delivery by the Company of this Agreement or the other Transaction Documents, any Ancillary Agreement to which it is a party; (ii) the performance by the Company of its covenants and obligations hereunder and thereunder thereunder; or (iii) the execution and filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the consummation by the Company of the Transactions, other than obtaining the Requisite Stockholder Approval. As of the date of this Agreement, the board of directors of the Company (at a meeting duly called and held) has: (a) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholders; (b) unanimously approved and adopted this Agreement and approved the Merger and the other Transactions; and (c) subject to the right of the Company’s board of directors to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d), unanimously recommended the adoption of this Agreement by the Company’s stockholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a)). This Agreement has been been, and each of Ancillary Agreement to which the other Transaction Documents Company is a party, has been been, or will at the Closing (as applicable) be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except that as 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 by (B) is subject to general equitable and public policy principlesprinciples of equity (whether considered in a proceeding at Law or in equity).

Power; Enforceability. The Company Each of Parent and Merger Subs has all requisite corporate power and corporate authority to execute and deliver this Agreement the Transaction Agreements to which it is a party and the other Transaction Documents, to perform its covenants obligations thereunder and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval (as defined in Section 3.3), to consummate the TransactionsTransactions (including the Mergers and the issuance of the Total Merger Consideration). The execution execution, delivery and delivery by the Company of this Agreement and the other Transaction Documents, the performance by each of Parent and Merger Subs of the Company of its covenants and obligations hereunder and thereunder Transaction Agreements to which it is a party and the consummation by the Company Parent and Merger Subs of the Transactions (including the Mergers and the issuance of the Total Merger Consideration), have been duly authorized and approved by all necessary their respective Boards of Directors (and prior to the Effective Time shall be adopted by Parent as the sole Stockholder of Merger Sub I) and no other corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are Parent or Merger Subs is necessary to authorize the execution execution, delivery and delivery by the Company of this Agreement or the other Transaction Documents, the performance by Parent and Merger Subs of the Company of its covenants Transaction Agreements to which it is a party and obligations hereunder and thereunder or the consummation by the Company it of the Transactions, other than obtaining Transactions (including the Requisite Stockholder Approval. As Mergers and the issuance of the date of this Agreement, the board of directors of the Company (at a meeting duly called and held) has: (a) unanimously determined that the Total Merger is advisable and fair to and in the best interests of the Company and its stockholders; (b) unanimously approved and adopted this Agreement and approved the Merger and the other Transactions; and (c) subject to the right of the Company’s board of directors to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d), unanimously recommended the adoption of this Agreement by the Company’s stockholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a)Consideration). This Agreement has been and each of and, when delivered at the Closing, the other Transaction Documents has been Agreements to which Parent or Merger Subs is a party shall be, duly executed and delivered by the Company and, assuming the Parent and Merger Subs. Assuming due authorization, execution and delivery hereof by the other parties hereto and thereto, this Agreement constitutes and the other Transaction Agreements to which Parent and or Merger SubSubs is a party shall, constitutes a when delivered at the Closing, constitute, the legal, valid and binding obligation obligations of the CompanyParent and Merger Subs, enforceable against the Company Parent and Merger Subs in accordance with their respective terms, except to the extent that such their enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, or similar laws affecting or relating to the enforcement of creditors’ rights generally and by general equitable and public policy principles.

Power; Enforceability. The Company Each of Parent and Merger Sub has all requisite corporate power and corporate authority to execute and deliver this Agreement the Transaction Agreements to which it is a party and the other Transaction Documents, to perform its covenants obligations thereunder and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval (as defined in Section 3.3), to consummate the TransactionsTransactions (including the Merger). The execution execution, delivery and delivery by the Company of this Agreement and the other Transaction Documents, the performance by each of Parent and Merger Sub of the Company of its covenants and obligations hereunder and thereunder Transaction Agreements to which it is a party and the consummation by the Company Parent and Merger Sub of the Transactions (including the Merger), have been duly authorized and approved by all necessary their respective Boards of Directors (and prior to the Effective Time shall be adopted by Parent as the sole Stockholder of Merger Sub) and no other corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are Parent or Merger Sub is necessary to authorize the execution execution, delivery and delivery by the Company of this Agreement or the other Transaction Documents, the performance by Parent and Merger Sub of the Company of its covenants Transaction Agreements to which it is a party and obligations hereunder and thereunder or the consummation by the Company it of the Transactions, other than obtaining Transactions (including the Requisite Stockholder Approval. As of the date of this Agreement, the board of directors of the Company (at a meeting duly called and held) has: (a) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholders; (b) unanimously approved and adopted this Agreement and approved the Merger and the other Transactions; and (c) subject to the right of the Company’s board of directors to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d), unanimously recommended the adoption of this Agreement by the Company’s stockholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a)Merger). This Agreement has been and each of and, when delivered at the Closing, the other Transaction Documents has been Agreements to which Parent or Merger Sub is a party shall be, duly executed and delivered by the Company and, assuming the Parent and Merger Sub. Assuming due authorization, execution and delivery hereof by the other parties hereto and thereto, this Agreement constitutes and the other Transaction Agreements to which Parent or Merger Sub is a party shall, when delivered at the Closing, constitute, the legal, valid and binding obligations of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company Parent and Merger Sub in accordance with their respective terms, except to the extent that such their enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, or similar laws affecting or relating to the enforcement of creditors’ rights generally and by general equitable principles. Portions of this Exhibit, indicated by the xxxx “[***]”, were omitted and public policy principleshave been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Power; Enforceability. The Company has all Parent has, or in the case of Merger Sub, will have as of the date it executes and delivers the Joinder (the “Joinder Date”), the requisite corporate power and authority to (a) execute and deliver this Agreement and the other Transaction Documents, to Bermuda Merger Agreement; (b) perform its covenants and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval thereunder; and (as defined in Section 3.3), to c) consummate the Transactions. The execution and delivery by the Company of this Agreement and the other Transaction DocumentsBermuda Merger Agreement by each of Parent and Merger Sub, as applicable, the performance by the Company each of Parent and Merger Sub of its respective covenants and obligations hereunder and thereunder thereunder, and the consummation by the Company of the Transactions Transactions, in the case of Parent, have been and, in the case of Merger Sub, will be duly authorized and approved by all necessary corporate action on the part of the Company, each of Parent and Merger Sub and no additional corporate proceedings actions on the part of the Company Parent or Merger Sub are or will be, as applicable, necessary to authorize (i) the execution and delivery by the Company of this Agreement or and the other Transaction DocumentsBermuda Merger Agreement by each of Parent and Merger Sub, as applicable; (ii) the performance by the Company each of Parent and Merger Sub of its respective covenants and obligations hereunder and thereunder thereunder; or (iii) the execution and delivery of the Bermuda Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act, the consummation by the Company of the Transactions, other than obtaining the Requisite Stockholder Approval. As of the date of this Agreement, the board of directors of the Company (at a meeting duly called and held) has: (a) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholders; (b) unanimously approved and adopted this Agreement and approved the Merger and the other Transactions; and (c) subject to the right of the Company’s board of directors to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d), unanimously recommended the adoption of this Agreement by the Company’s stockholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a)). This Agreement has been and each of the other Transaction Documents has been duly executed and delivered by the Company Parent and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the CompanyParent, enforceable against the Company Parent in accordance with their respective its terms, except that as 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 (whether considered in a proceeding at Law or in equity). Upon the execution and delivery of the Joinder, this Agreement shall, assuming the due authorization, execution and delivery of this Agreement by the Company, constitute a legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as 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 equitable and public policy principlesprinciples of equity (whether considered in a proceeding at Law or in equity).

Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction DocumentsAgreement, to perform its covenants and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval (as defined in Section 3.32.3), to consummate the Contemplated Transactions. The execution and delivery by the Company of this Agreement and the other Transaction DocumentsAgreement, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Contemplated Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement or the other Transaction DocumentsAgreement, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation by the Company of the Contemplated Transactions, other than obtaining the Requisite Stockholder Approval. As of the date of this Agreement, the board of directors of the Company (at a meeting duly called and held) has: (a) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholders; (b) unanimously approved and adopted this Agreement and approved the Merger and the other Contemplated Transactions; and (c) subject to the right of the Company’s board of directors to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d5.2(d), unanimously recommended the adoption of this Agreement by the Company’s stockholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a5.2(a),), and (d) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any corporate takeover statute or other similar Legal Requirement (including any “moratorium,” “control share acquisition,” “business combination” or “fair price” statute) of the State of Delaware or any other state, that might otherwise apply to this Agreement, any of the Support Agreements, the Merger or any of the other Contemplated Transactions. This Agreement has been and each of the other Transaction Documents has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally and by general equitable and public policy principles.

Power; Enforceability. The Company Parent has all the requisite corporate power and authority to (a) execute and deliver this Agreement and each other document to be entered into by the other Transaction Documents, to Parent in connection with the transactions contemplated hereby and thereby; (b) perform its covenants and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval thereunder; and (as defined in Section 3.3), to c) consummate the TransactionsTransactions and the other transactions contemplated hereunder. The execution and delivery by the Company of this Agreement and by the other Transaction DocumentsParent, the performance by the Company Parent of its covenants and obligations hereunder and thereunder and the consummation by the Company of the Transactions have been, and the execution and delivery of the other documents contemplated hereby and the consummation of the transactions contemplated hereby has been or shall be duly authorized by all necessary corporate action on the part of the Company, Parent and no additional corporate proceedings entity actions on the part of the Company Parent or its shareholders are necessary to authorize (i) the execution and delivery by the Company of this Agreement or any other documents contemplated hereby by the other Transaction Documents, Parent; (ii) the performance by the Company Parent of its covenants and obligations hereunder and thereunder hereunder; or (iii) the consummation by the Company of the Transactions, Transactions and any other than obtaining the Requisite Stockholder Approval. As of the date of this Agreement, the board of directors of the Company (at a meeting duly called and held) has: (a) unanimously determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholders; (b) unanimously approved and adopted this Agreement and approved the Merger and the other Transactions; and (c) subject to the right of the Company’s board of directors to withdraw or modify its recommendation in accordance with the terms of Section 6.2(d), unanimously recommended the adoption of this Agreement by the Company’s stockholders and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 6.2(a))transactions contemplated hereby. This Agreement has been and each of the any other Transaction Documents has documents contemplated hereby have been duly executed and delivered by the Company Parent and, assuming the due authorization, execution and delivery by Parent the Company, constitutes, and Merger Subthe other documents contemplated hereby will constitute, constitutes a legal, valid and binding obligation of the CompanyParent, enforceable against the Company Parent in accordance with their respective its terms, except that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally and by general equitable and public policy principlesthe Enforceability Limitations.