Common use of Corporate Authority; No Violation Clause in Contracts

Corporate Authority; No Violation. The Company has the corporate power and authority to enter into this Agreement and, subject to obtaining the Requisite Approval, to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company, subject to obtaining the Requisite Approval, and no other corporate proceedings are necessary to consummate the Merger. Merger Sub has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by Merger Sub of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Merger Sub. This Agreement has been duly executed and delivered by Merger Sub and, assuming the due authorization, execution and delivery by Forest and Spinco, constitutes a legal, valid and binding agreement of Merger Sub, enforceable against Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Forest and Spinco, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). Merger Sub is not a party to any Contract except this Agreement, and has no obligations or liabilities except under this Agreement and costs incidental to its incorporation in the State of Delaware. Except for matters expressly contemplated by this Agreement and except for such matters described in clauses (b), (c) and (d) below as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, neither the execution and delivery by the Company and Merger Sub of this Agreement, nor the consummation by the Company and Merger Sub of the transactions contemplated hereby and the performance by the Company and Merger Sub of this Agreement will (a) violate or conflict with any provision of the Company’s Second Amended and Restated Certificate of Incorporation or Fourth Amended and Restated Bylaws or any provision of Merger Sub’s Certificate of Incorporation or Bylaws; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person; (c) result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any Contract to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound or affected; (d) result in the creation of a lien, pledge, security interest, claim or other encumbrance on any of the issued and outstanding shares of Company Common Stock or on any of the assets of the Company or its Subsidiaries pursuant to any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of the assets of the Company or its Subsidiaries is bound or affected; or (e) violate or conflict with any Order, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, or any of the properties, businesses or assets of any of the foregoing. Section 5.3 of the Company Disclosure Schedule identifies all material consents, approvals and authorizations of any Governmental Authority that are legally required to be obtained by the Company for the consummation of the transactions contemplated by this Agreement.

Corporate Authority; No Violation. The Company Spinco has the corporate power and authority to enter into this Agreement and, subject to obtaining the Requisite Approval, and each other Transaction Agreement and to carry out its obligations hereunderhereunder and thereunder. The execution, delivery and performance by the Company Spinco of this Agreement and each other Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company, subject to obtaining the Requisite ApprovalSpinco, and no other corporate proceedings are necessary to consummate the Merger. Merger Sub has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by Merger Sub of this Agreement and the consummation of the other transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Merger SubTransaction Agreements. This Agreement has been duly executed and delivered by Merger Sub Spinco and, assuming the due authorization, execution and delivery by Forest the Company and SpincoMerger Sub, constitutes a legal, valid and binding agreement of Merger SubSpinco, enforceable against Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Forest and Spinco, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company Spinco in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ ' rights generally, or by principles governing the availability of equitable remedies). Merger Sub is not Each other Transaction Agreement has been duly executed and delivered by Spinco and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes a party to any Contract legal, valid and binding agreement of Spinco, enforceable against Spinco in accordance with its terms (except this Agreementinsofar as such enforceability may be limited by applicable bankruptcy, and has no obligations insolvency, reorganization, moratorium or liabilities except under this Agreement and costs incidental to its incorporation in similar laws affecting creditors' rights generally, or by principles governing the State availability of Delawareequitable remedies). Except for matters expressly contemplated by this Agreement and except for such matters described in clauses (b), (c) and (d) below as would not, individually or in the aggregate, have a Material Adverse Effect on Forest, the CompanySpinco Business or Spinco, neither the execution and delivery by the Company and Merger Sub Spinco of this Agreement and each other Transaction Agreement, nor the consummation by the Company and Merger Sub Spinco of the transactions contemplated hereby or thereby and the performance by the Company and Merger Sub Spinco of this Agreement and each other Transaction Agreement will (a) violate or conflict with any provision of the Company’s Second Amended and Restated Certificate of Incorporation or Fourth Amended and Restated Bylaws or any provision of Merger Sub’s Spinco's Certificate of Incorporation or Bylaws; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person; (c) result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any Contract to which the Company Spinco or any of its Subsidiaries is a party, party or by which the Company Spinco or any of its Subsidiaries or any of their respective assets or properties the Spinco Assets is bound or affected; (d) result in the creation of a lien, pledge, security interest, claim or other encumbrance on any of the issued and outstanding shares of Company Spinco Common Stock or capital stock of any Spinco Subsidiaries or on any of the assets of the Company or its Subsidiaries Spinco Assets pursuant to any Contract to which the Company Spinco or any of its Subsidiaries is a party or by which the Company Spinco or any of its Subsidiaries or any of the assets of the Company or its Subsidiaries Spinco Assets is bound or affected; or (e) violate or conflict with any Order, law, ordinance, rule or regulation applicable to the Company Spinco or any of its Subsidiaries, or any of the properties, businesses or assets of any of the foregoing. Section 5.3 4.3 of the Company Spinco Disclosure Schedule identifies all material consents, approvals and authorizations of any Governmental Authority that are legally required to be obtained by the Company Spinco for the consummation of the transactions contemplated by this Agreementthe Transaction Agreements.

Corporate Authority; No Violation. The Company Forest has the corporate power and authority to enter into this Agreement and, subject to obtaining the Requisite Approval, and each other Transaction Agreement and to carry out its obligations hereunderhereunder and thereunder. The execution, delivery and performance by the Company Forest of this Agreement and each other Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company, subject to obtaining the Requisite Approval, Forest and no other corporate proceedings on the part of Forest are necessary to consummate the Merger. Merger Sub has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by Merger Sub of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Merger Suband thereby. This Agreement has been duly executed and delivered by Merger Sub Forest and, assuming the due authorization, execution and delivery by Forest and Spincothe Company, constitutes a legal, valid and binding agreement of Merger SubForest, enforceable against Merger Sub Forest in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). This Each other Transaction Agreement has been duly executed and delivered by the Company Forest and, assuming the due authorization, execution and delivery by Forest and Spincothe other parties thereto, constitutes a legal, valid and binding agreement of the CompanyForest, enforceable against the Company Forest in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). Merger Sub is not a party to any Contract except this Agreement, and has no obligations or liabilities except under this Agreement and costs incidental to its incorporation in the State of Delaware. Except for matters expressly contemplated by this Agreement and except for such matters described in clauses (b), (c) and (d) below as would not, individually or in the aggregate, have a Material Adverse Effect on Forest, the CompanySpinco Business or Spinco, neither the execution and delivery by the Company and Merger Sub Forest of this Agreement and each other Transaction Agreement, nor the consummation by the Company and Merger Sub Forest of the transactions contemplated hereby or thereby and the performance by the Company and Merger Sub Forest of this Agreement and each other Transaction Agreement will (a) violate or conflict with any provision provisions of the Company’s Second Amended and Restated Certificate of Incorporation or Fourth Amended and Restated Bylaws or any provision of Merger SubForest’s Certificate of Incorporation or Bylaws; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person; (c) result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under under, any Contract to which the Company Forest or any of its Subsidiaries is a party, party or by which the Company Forest or any of its Subsidiaries or any of their respective assets or properties is bound or affected; (d) result in the creation of a lien, pledge, security interest, claim or other encumbrance on any of the issued and outstanding shares of Company Spinco Common Stock Stock, capital stock of any Spinco Subsidiary or on any of the assets of the Company or its Subsidiaries Spinco Assets pursuant to any Contract to which the Company Forest or any of its Subsidiaries (including Spinco and its Subsidiaries) is a party or by which the Company or any of its Subsidiaries or any of the assets of the Company Forest or its Subsidiaries is bound or affected; or (e) violate or conflict with any Order, law, ordinance, rule or regulation applicable to the Company Forest or any of its Subsidiaries (including Spinco and its Subsidiaries), or any of the properties, businesses business or assets of any of the foregoing. Section 5.3 3.2 of the Company Forest Disclosure Schedule identifies all material consents, approvals and authorizations of any Governmental Authority that are legally required to be obtained by the Company Forest for the consummation of the transactions contemplated by this Agreementthe Transaction Agreements.

Corporate Authority; No Violation. The Company has the corporate power and authority to enter into this Agreement and, subject to obtaining the Requisite Approval, to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company, subject to obtaining the Requisite Approval, and no other corporate proceedings are necessary to consummate the Merger. Merger Sub has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by Merger Sub of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Merger Sub. This Agreement has been duly executed and delivered by Merger Sub and, assuming the due authorization, execution and delivery by Forest and Spinco, constitutes a legal, valid and binding agreement of Merger Sub, enforceable against Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally, or by principles governing the availability of equitable remedies). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Forest and Spinco, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ ' rights generally, or by principles governing the availability of equitable remedies). Merger Sub is not a party to any Contract except this Agreement, and has no obligations or liabilities except under this Agreement and costs incidental to its incorporation in the State of Delaware. Except for matters expressly contemplated by this Agreement and except for such matters described in clauses (b), (c) and (d) below as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, neither the execution and delivery by the Company and Merger Sub of this Agreement, nor the consummation by the Company and Merger Sub of the transactions contemplated hereby and the performance by the Company and Merger Sub of this Agreement will (a) violate or conflict with any provision of the Company’s 's Second Amended and Restated Certificate of Incorporation or Fourth Amended and Restated Bylaws or any provision of Merger Sub’s 's Certificate of Incorporation or Bylaws; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person; (c) result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any Contract to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound or affected; (d) result in the creation of a lien, pledge, security interest, claim or other encumbrance on any of the issued and outstanding shares of Company Common Stock or on any of the assets of the Company or its Subsidiaries pursuant to any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of the assets of the Company or its Subsidiaries is bound or affected; or (e) violate or conflict with any Order, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, or any of the properties, businesses or assets of any of the foregoing. Section 5.3 of the Company Disclosure Schedule identifies all material consents, approvals and authorizations of any Governmental Authority that are legally required to be obtained by the Company for the consummation of the transactions contemplated by this Agreement.

Corporate Authority; No Violation. The Company Spinco has the corporate power and authority to enter into this Agreement and, subject to obtaining the Requisite Approval, and each other Transaction Agreement and to carry out its obligations hereunderhereunder and thereunder. The execution, delivery and performance by the Company Spinco of this Agreement and each other Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company, subject to obtaining the Requisite ApprovalSpinco, and no other corporate proceedings are necessary to consummate the Merger. Merger Sub has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by Merger Sub of this Agreement and the consummation of the other transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Merger SubTransaction Agreements. This Agreement has been duly executed and delivered by Merger Sub Spinco and, assuming the due authorization, execution and delivery by Forest the Company and SpincoMerger Sub, constitutes a legal, valid and binding agreement of Merger SubSpinco, enforceable against Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Forest and Spinco, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company Spinco in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). Merger Sub is not Each other Transaction Agreement has been duly executed and delivered by Spinco and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes a party to any Contract legal, valid and binding agreement of Spinco, enforceable against Spinco in accordance with its terms (except this Agreementinsofar as such enforceability may be limited by applicable bankruptcy, and has no obligations insolvency, reorganization, moratorium or liabilities except under this Agreement and costs incidental to its incorporation in similar laws affecting creditors’ rights generally, or by principles governing the State availability of Delawareequitable remedies). Except for matters expressly contemplated by this Agreement and except for such matters described in clauses (b), (c) and (d) below as would not, individually or in the aggregate, have a Material Adverse Effect on Forest, the CompanySpinco Business or Spinco, neither the execution and delivery by the Company and Merger Sub Spinco of this Agreement and each other Transaction Agreement, nor the consummation by the Company and Merger Sub Spinco of the transactions contemplated hereby or thereby and the performance by the Company and Merger Sub Spinco of this Agreement and each other Transaction Agreement will (a) violate or conflict with any provision of the Company’s Second Amended and Restated Certificate of Incorporation or Fourth Amended and Restated Bylaws or any provision of Merger SubSpinco’s Certificate of Incorporation or Bylaws; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person; (c) result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any Contract to which the Company Spinco or any of its Subsidiaries is a party, party or by which the Company Spinco or any of its Subsidiaries or any of their respective assets or properties the Spinco Assets is bound or affected; (d) result in the creation of a lien, pledge, security interest, claim or other encumbrance on any of the issued and outstanding shares of Company Spinco Common Stock or capital stock of any Spinco Subsidiaries or on any of the assets of the Company or its Subsidiaries Spinco Assets pursuant to any Contract to which the Company Spinco or any of its Subsidiaries is a party or by which the Company Spinco or any of its Subsidiaries or any of the assets of the Company or its Subsidiaries Spinco Assets is bound or affected; or (e) violate or conflict with any Order, law, ordinance, rule or regulation applicable to the Company Spinco or any of its Subsidiaries, or any of the properties, businesses or assets of any of the foregoing. Section 5.3 4.3 of the Company Spinco Disclosure Schedule identifies all material consents, approvals and authorizations of any Governmental Authority that are legally required to be obtained by the Company Spinco for the consummation of the transactions contemplated by this Agreementthe Transaction Agreements.

Corporate Authority; No Violation. The Company Forest has the corporate power and authority to enter into this Agreement and, subject to obtaining the Requisite Approval, and each other Transaction Agreement and to carry out its obligations hereunderhereunder and thereunder. The execution, delivery and performance by the Company Forest of this Agreement and each other Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company, subject to obtaining the Requisite Approval, Forest and no other corporate proceedings on the part of Forest are necessary to consummate the Merger. Merger Sub has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by Merger Sub of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Merger Suband thereby. This Agreement has been duly executed and delivered by Merger Sub Forest and, assuming the due authorization, execution and delivery by Forest and Spincothe Company, constitutes a legal, valid and binding agreement of Merger SubForest, enforceable against Merger Sub Forest in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally, or by principles governing the availability of equitable remedies). This Each other Transaction Agreement has been duly executed and delivered by the Company Forest and, assuming the due authorization, execution and delivery by Forest and Spincothe other parties thereto, constitutes a legal, valid and binding agreement of the CompanyForest, enforceable against the Company Forest in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ ' rights generally, or by principles governing the availability of equitable remedies). Merger Sub is not a party to any Contract except this Agreement, and has no obligations or liabilities except under this Agreement and costs incidental to its incorporation in the State of Delaware. Except for matters expressly contemplated by this Agreement and except for such matters described in clauses (b), (c) and (d) below as would not, individually or in the aggregate, have a Material Adverse Effect on Forest, the CompanySpinco Business or Spinco, neither the execution and delivery by the Company and Merger Sub Forest of this Agreement and each other Transaction Agreement, nor the consummation by the Company and Merger Sub Forest of the transactions contemplated hereby or thereby and the performance by the Company and Merger Sub Forest of this Agreement and each other Transaction Agreement will (a) violate or conflict with any provision provisions of the Company’s Second Amended and Restated Certificate of Incorporation or Fourth Amended and Restated Bylaws or any provision of Merger Sub’s Forest's Certificate of Incorporation or Bylaws; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person; (c) result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under under, any Contract to which the Company Forest or any of its Subsidiaries is a party, party or by which the Company Forest or any of its Subsidiaries or any of their respective assets or properties is bound or affected; (d) result in the creation of a lien, pledge, security interest, claim or other encumbrance on any of the issued and outstanding shares of Company Spinco Common Stock Stock, capital stock of any Spinco Subsidiary or on any of the assets of the Company or its Subsidiaries Spinco Assets pursuant to any Contract to which the Company Forest or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of the assets of the Company or its Subsidiaries is bound or affected; or (e) violate or conflict with any Order, law, ordinance, rule or regulation applicable to the Company or any of including Spinco and its Subsidiaries, or any of the properties, businesses or assets of any of the foregoing. Section 5.3 of the Company Disclosure Schedule identifies all material consents, approvals and authorizations of any Governmental Authority that are legally required to be obtained by the Company for the consummation of the transactions contemplated by this Agreement.) is a