Common use of Corporate Power; Enforceability Clause in Contracts

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement 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 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 principles of equity (the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to (a) execute and deliver this Agreement; (b) , to perform its covenants and obligations hereunder; and (c) hereunder and, subject in the case of the consummation of the Merger, to receiving obtaining the Requisite Stockholder ApprovalApproval if required by Applicable Law, to consummate the Mergertransactions contemplated hereby. The execution and delivery by the Company of this Agreement by the CompanyAgreement, the performance by the Company of its covenants and obligations hereunder, hereunder and the consummation by the Company of the Merger transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize (i) the execution and delivery by the Company of this Agreement by the Company; (ii) Agreement, the performance by the Company of its covenants and obligations hereunder; hereunder or (iii) subject to the receipt consummation of the Requisite Stockholder Approvaltransactions contemplated hereby, other than in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval if required by applicable Law. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by 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 as that 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 (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized and approved by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent 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 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 principles of equity (collectively, the “Enforceability Limitations”).

Corporate Power; Enforceability. (a) The Company has the requisite corporate power and authority to to: (ai) execute and deliver this AgreementAgreement and the other Transaction Documents; (bii) perform its covenants and obligations hereunderhereunder and thereunder; and (ciii) subject to receiving the Requisite Stockholder ApprovalApprovals, consummate the MergerTransactions 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, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger transactions contemplated by this Agreement and the other Transaction Documents, have been duly authorized and approved by all necessary the Company Board, and except for obtaining the Requisite Stockholder Approvals, no other corporate action on the part of the Company and no additional corporate actions on the part of the Company are or its Stockholders is necessary to authorize (i) the execution and delivery of this Agreement by or the Company; (ii) other Transaction Documents, the performance by the Company of its covenants and obligations hereunder; or (iii) subject to and the receipt consummation by the Company of the Requisite Stockholder Approval, transactions contemplated by this Agreement or the consummation of the Mergerother Transaction Documents. This Agreement and each other Transaction Document has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Purchaser, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability 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 (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company Purchaser has the requisite corporate power and authority to to: (a) execute and deliver this AgreementAgreement and the other applicable Transaction Documents; (b) perform its covenants and obligations hereunderhereunder and thereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the MergerTransactions and the other transactions contemplated by this Agreement and the other applicable Transaction Documents. The execution and delivery of this Agreement and the other applicable Transaction Documents by the CompanyPurchaser, the performance by the Company Purchaser of its covenants and obligations hereunder, hereunder and the consummation of the Merger Transactions and the transactions contemplated by this Agreement and the other applicable Transaction Documents have been duly authorized by all necessary corporate action on the part of the Company Purchaser and no additional corporate actions action on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the MergerPurchaser is necessary. This Agreement has and each other applicable Transaction Documents have been duly executed and delivered by the Company Purchaser and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a constitute legal, valid and binding obligation obligations of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its their terms, except 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; and (B) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement 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 its terms, except 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; and (B) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunderunder this Agreement; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunderunder this Agreement, and the consummation of the Merger have each been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunderunder this Agreement; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement 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 its terms, except 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; and (B) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (ai) execute and deliver this Agreement; (bii) perform its covenants and obligations hereunderunder this Agreement; and (ciii) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The consummation of the Merger has been duly authorized by all necessary corporate action on the part of the Company, subject to receiving the Requisite Stockholder Approval. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunderunder this Agreement, and and, subject to receiving the Requisite Stockholder Approval, the consummation of the Merger and each of the other transactions contemplated by this Agreement have been duly authorized and approved by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunderunder this Agreement; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except 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; and (B) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized and approved by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the filing of the Certificate of Merger and the consummation of the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent 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 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 principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) (collectively, the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to (a) execute and deliver this Agreement; (b) , to perform its covenants and obligations hereunder; and (c) under this Agreement and, subject to receiving obtaining the Requisite Stockholder Shareholder Approval, to consummate the Mergertransactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement by the CompanyAgreement, the performance by the Company of its covenants and obligations hereunder, under this Agreement and the consummation by the Company of the Merger transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize (i) the execution and delivery by the Company of this Agreement by the Company; (ii) Agreement, the performance by the Company of its covenants and obligations hereunder; under this Agreement or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Mergertransactions contemplated by this Agreement other than obtaining the Requisite Shareholder Approval and filing the Articles of Merger with the Secretary of State. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger SubAcquisition, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as that 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 (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized and approved by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement 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 its terms, except 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; and (B) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement 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 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 principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement 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 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 principles of equity (the “"Enforceability Limitations”").. 3.3

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to (a) execute and deliver this Agreement; (b) , to perform its covenants and obligations hereunder; and (c) hereunder and, subject to receiving obtaining the Requisite Stockholder Shareholder Approval, to consummate the Mergertransactions contemplated hereby. The execution and delivery by the Company of this Agreement by the CompanyAgreement, the performance by the Company of its covenants and obligations hereunder, hereunder and the consummation by the Company of the Merger transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize (i) the execution and delivery by the Company of this Agreement by the Company; (ii) Agreement, 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 Mergertransactions contemplated hereby, other than obtaining the Requisite Shareholder Approval and filing the Plan of Merger with the Registrar of Companies. This Agreement 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 its terms, except as that 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 (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company Each of Parent and Merger Sub has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) , to perform its covenants and obligations hereunder; hereunder and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Companyeach of Parent and Merger Sub, the performance by the Company each of Parent and Merger Sub of its respective covenants and obligations hereunder, hereunder and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of the Company each of Parent and Merger Sub and no additional corporate actions proceedings on the part of the Company Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) each of Parent and Merger Sub, the performance by the Company each of Parent and Merger Sub of its respective covenants and obligations hereunder; hereunder or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery 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 Parent and Merger Sub in accordance with its terms, except as that such enforceability (Aa) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally; generally and (Bb) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly and validly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement 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 its terms, except 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; and (B) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement 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 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 principles of equity (collectively, the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the MergerTransactions. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger Transactions, have been duly authorized and approved by all necessary the Company Board, and assuming the representations and warranties set forth in Section ‎4.6 are true and correct and, except, with respect to the Merger, for filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action on the part of the Company and no additional corporate actions on the part of the Company are is necessary to authorize (i) the execution and delivery by the Company of this Agreement by the Company; (ii) Agreement, the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, hereunder and the consummation of the MergerTransactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability that (A) such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally; generally and (B) 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 (such exceptions in clauses (A) and (B), the “Enforceability LimitationsExceptions”).

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Shareholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized and approved by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Shareholder Approval, the consummation of the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent 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 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 principles of equity (collectively, the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder ApprovalApprovals, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized and approved by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder ApprovalApprovals, the consummation of the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent 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 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 principles of equity (collectively, the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the MergerTransactions. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger Transactions have been duly and validly authorized and approved by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder ApprovalApproval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the consummation of the MergerTransactions. This Agreement has been duly and validly 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 its terms, except as 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 (B) is subject to general principles of equity (the “Enforceability Limitations”whether considered in a proceeding at Law or in equity).

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder ApprovalApproval and the filing of the Certificate of Merger, the consummation of the Merger. This Agreement 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 its terms, except 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; and (B) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject only to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger Transactions (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject only to the receipt of the Requisite Stockholder Approval, the consummation of the Transactions (including the Merger). This Agreement 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 its terms, except 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; and (B) is subject to general principles of equity (the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except 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; and (B) is subject to general principles of equity (the preceding clauses (A) and (B), the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) , to perform its covenants and obligations hereunder; , and (c) to consummate the transactions contemplated hereby, subject in the case of the Merger to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, hereunder and the consummation of the Merger transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions further action on the part of the Company are is necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) , the performance by the Company of its covenants and obligations hereunder; or (iii) , the consummation of the transactions contemplated hereby, subject in the case of the Merger, to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement 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 its terms, except as that 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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity (the “Enforceability Limitations”)or at law.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to except for the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement 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 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 principles of equity (the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except 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; and (B) is subject to general principles of equity (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to (a) execute and deliver this Agreement; (b) , to perform its covenants and obligations hereunder; and (c) hereunder and, subject to receiving obtaining the Requisite Stockholder Shareholder Approval, to consummate the transactions contemplated hereby, including the Merger. The execution and delivery by the Company of this Agreement by the CompanyAgreement, the performance by the Company of its covenants and obligations hereunder, hereunder and the consummation by the Company of the Merger transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize (i) the execution and delivery by the Company of this Agreement by the Company; (ii) Agreement, 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 Mergertransactions contemplated hereby, other than obtaining the Shareholder Approval and filing the Plan of Merger with the Registrar of Companies. This Agreement 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 its terms, except as that 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 (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunderunder this Agreement; and (c) subject to receiving consummate the Requisite Stockholder Approval, consummate Offer and the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunderunder this Agreement, and the consummation of the Offer and the Merger have each been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company (other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware) are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunderunder this Agreement; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Offer and the Merger. This Agreement 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 its terms, except 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; and (B) is subject to general principles of equity (the limitations set forth in clauses (A) and (B) above, collectively, “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company; (ii) the performance by the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Merger. This Agreement 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 its terms, except as such enforceability (A1) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally; and (B2) is subject to general principles of equity (the “Enforceability Limitations”).

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to (a) execute and deliver this Agreement; (b) , to perform its covenants and obligations hereunder; and (c) hereunder and, subject to receiving obtaining the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder, and the consummation approval of the Merger have been duly authorized by all necessary corporate action on the part holders of a majority of the Company and no additional corporate actions Shares voted (in person or by proxy) on the part such matter (excluding any absentee votes) at a meeting of the Company are necessary to authorize Shareholders duly called and held for such purpose (ithe “Company Shareholder Approval”) and the execution filing and delivery recordation of this Agreement appropriate merger documents as required by the Company; (ii) ICL, to consummate the performance by Merger and the Company of its covenants and obligations hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Mergerother transactions contemplated hereby. This Agreement 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 its terms, except as that such enforceability (Aa) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws of general applicability affecting or relating to creditors’ rights generally; , and (Bb) is subject to general principles of equity equity. No additional corporate proceedings 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, subject to obtaining the Company Shareholder Approval, the consummation of the Merger and the other transactions contemplated hereby. At a meeting duly called and held prior to the execution of this Agreement in compliance with the articles of association of the Company (“Charter Documents”) and applicable Laws, the “Enforceability Limitations”)Company Board has unanimously made the Company Board Recommendation.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to (a) execute and deliver this Agreement; (b) , the Plan of Merger, to perform its covenants and obligations hereunder; under this Agreement and (c) the Plan of Merger and, subject to receiving obtaining the Requisite Stockholder Shareholder Approval, to consummate the transactions contemplated by this Agreement and the Plan of Merger. The execution and delivery by the Company of this Agreement by and the CompanyPlan of Merger, the performance by the Company of its covenants and obligations hereunder, under this Agreement and the Plan of Merger and the consummation by the Company of the transactions contemplated by this Agreement and the Plan of Merger have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize (i) the execution and delivery by the Company of this Agreement by and the Company; (ii) Plan of Merger, the performance by the Company of its covenants and obligations hereunder; under this Agreement and the Plan of Merger or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the Mergertransactions contemplated by this Agreement and the Plan of Merger other than obtaining the Requisite Shareholder Approval and filing the Plan of Merger with the Registrar of Companies. This Agreement 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 its terms, except as that 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 (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority to (a) execute and deliver this Agreement; (b) Agreement and, subject to obtaining the Shareholder Approval, to perform its covenants and obligations hereunder; hereunder and (c) subject to receiving the Requisite Stockholder Approval, consummate the Mergertransactions contemplated hereby. The execution and delivery by the Company of this Agreement by the CompanyAgreement, the performance by the Company of its covenants and obligations hereunder, hereunder and the consummation by the Company of the Merger transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize (i) the execution and delivery by the Company of this Agreement by the Company; (ii) Agreement, 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 Mergertransactions contemplated hereby, other than obtaining the Shareholder Approval and filing the Plan of Merger with the Registrar of Companies. This Agreement 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 its terms, except as that 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 (the “Enforceability Limitations”)equity.

Corporate Power; Enforceability. The Company has the all requisite corporate power and authority authrity to (a) execute and deliver this Agreement; (b) Agreement and each Ancillary Agreement to which it is, or is specified to be, a party, and to perform its covenants and obligations hereunder; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery by the Company of this Agreement by the Companyand 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, hereunder and thereunder and the consummation by the Company of the Merger transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company and no additional corporate actions proceedings on the part of the Company are necessary to authorize (i) the execution and delivery by the Company of this Agreement or any of Ancillary Agreement to which it is, or is specified to be, a party, other than the approval of this Agreement by the Company; (ii) the performance by holders of a majority of the Company of its covenants and obligations hereunder; or Shares voted at the Company Shareholder Meeting (iiinot counting any absentee votes) subject to (the receipt of the Requisite Stockholder “Company Shareholder Approval, the consummation of the Merger”). This Agreement and each Ancillary Agreement to which it is a party has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as that 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 (the “Enforceability Limitations”)laws governing specific performance, injunctive relief and other equitable remedies.