Common use of Corporate Power; Enforceability Clause in Contracts

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Company, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or therebyTransactions. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Company, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equitythe Enforceability Exceptions.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the requisite corporate power and authority to (i) execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to the Support Agreement; (ii) perform their respective its covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of under this Agreement and each Ancillary Agreement the Support Agreement; and (iii) subject to which each is or is specified to be a partyreceiving the Requisite Stockholder Approval, effectuate the performance by Parent Charter Amendment and Merger Sub consummate the Merger. The effectuation of their respective covenants and obligations hereunder and thereunder the Charter Amendment and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have Merger has been duly authorized by all necessary corporate or other action on the part of Parent the Company, subject to receiving the Requisite Stockholder Approval. The execution and delivery of this Agreement and the Support Agreement by the Company, the performance by the Company of its covenants and obligations under this Agreement and the Support Agreement, and, subject to receiving the Requisite Stockholder Approval, the effectuation of the Charter Amendment and the consummation of the Merger Sub, and no each of the other transactions contemplated by this Agreement have been duly authorized and approved by all necessary corporate or other proceeding action on the part of Parent or Merger Sub is the Company and no additional corporate actions on the part of the Company are necessary to authorize (i) the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary or the Support Agreement to which each is or is specified to be a party, by the Company; (ii) the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder under this Agreement and the Support Agreement; or thereunder or (iii) subject to the receipt of the Requisite Stockholder Approval, the effectuation of the Charter Amendment and the consummation by Parent and Merger Sub of the transactions contemplated hereby or therebyMerger. This Agreement and the Support Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteCompany and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub and the Support Agreement by the Companyapplicable Supporting Stockholder, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a partyAgreement, to perform their respective its covenants and obligations hereunder and to consummate the transactions contemplated hereby hereby. The Company Board (at a meeting duly called and therebyheld) unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to, and in the best interests of the Company and its stockholders, (b) declared it advisable to the Company to enter into this Agreement, (c) approved and declared advisable this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Offer and the Merger upon the terms and subject to the conditions contained herein, (d) agreed that the Merger shall be effected under Section 251(h) of the DGCL, and (e) resolved, upon the terms and subject to the conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a partyby the Company, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Subthe Company, and no other additional corporate proceedings or other proceeding actions on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is or is specified to be a partyAgreement, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby or therebyhereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteCompany and, assuming the due authorization, execution and delivery by the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equityequity (the “Enforceability Exceptions”).

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be be, a party, to perform their respective its covenants and obligations hereunder and, subject to obtaining the approval of this Agreement, the Merger and the other transactions contemplated hereby by holders of at least a majority of the Company Shares voted at the Company Shareholders Meeting, provided that such majority includes more than 50% of the Company Shares voted (not counting any absentee votes) by shareholders that are not Merger Sub, Parent or any person or entity holding at least 25% of the means of control of either Merger Sub or Parent, or any person or entity acting on behalf of either Merger Sub or Parent or any family member of, or entity controlled by, any of the foregoing (the “Company Shareholder Approval”), to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, the Company and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each or any of Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or and thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or and thereby, other than (assuming the accuracy of the representations and warranties in Section 4.7 below) obtaining the Company Shareholder Approval for the consummation of transactions contemplated hereby and the filing and recordation of appropriate merger documents as required by the ICL. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and at or before the Closing Parent and Merger Sub the Company will have duly executed and delivered each Ancillary Agreement to which each is it is, or is specified to be be, a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is it is, or is specified to be be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Companyother parties thereto, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteand, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each Ancillary Agreement to which it is, or is specified to be a party, to perform their of Parent and Merger Sub of its respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Merger have been duly authorized by all necessary corporate or other action on the part of each of Parent and Merger Sub and, other than the adoption of this Agreement by Parent immediately following the execution and delivery of this Agreement in its capacity as sole stockholder of Merger Sub in accordance with applicable Law and the certificate of incorporation and bylaws of Merger Sub, and no other corporate or other proceeding additional actions on the part of Parent or Merger Sub is are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub; (ii) the performance by each of Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their its respective covenants and obligations hereunder hereunder; or thereunder (iii) the consummation of the Merger or the consummation other transactions contemplated by Parent and Merger Sub this Agreement (other than the filing with the Secretary of State of the transactions contemplated hereby or therebyState of Delaware of the Certificate of Merger as required by the DGCL). This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteand, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with their its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Company, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Company, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, generally and (b) is subject to general principles of equityequitable principles.

Corporate Power; Enforceability. Each of Parent and Merger Acquisition Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement all other agreements and documents contemplated hereby to which it is, or is specified to be a partythey are parties, to perform their respective covenants and obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Acquisition Sub of this Agreement and each Ancillary Agreement all other agreements and documents contemplated hereby to which each is or is specified to be a partythey are parties, the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary Table of Contents corporate or other action on the part of Parent and Merger Acquisition Sub, and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Acquisition Sub is are necessary to authorize the execution and delivery by Parent and Merger Acquisition Sub of this Agreement and each Ancillary Agreement all other agreements and documents contemplated hereby to which each is or is specified to be a partythey are parties, the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder or and thereunder or the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby or and thereby. This Agreement has and all other agreements and documents contemplated hereby to which they are parties have been duly executed and delivered by each of Parent and Merger Acquisition Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteand, assuming the due authorization, execution and delivery by the Company, a constitute legal, valid and binding obligation obligations of each of Parent and Merger Acquisition Sub, enforceable against each in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equitythe Enforceability Limitations.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Company, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles laws governing specific performance, injunctive relief and other equitable remedies. The Board of equityDirectors of Merger Sub has unanimously (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Merger Sub and its sole shareholder, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby, (iii) determined that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Merger Sub to its creditors, and (iv) subject to the provisions of this Agreement, resolved to recommend that the sole shareholder of Merger Sub vote for the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or therebyTransactions. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Company, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, generally and (b) is subject to general principles of equityequitable principles.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent Xxxxxx and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent Xxxxxx and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent Xxxxxx and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent Xxxxxx and Merger Xxxxxx Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent Xxxxxx and Merger Xxxxxx Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent Xxxxxx and Merger Xxxxxx Sub of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Company, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, generally and (b) is subject to general principles of equityequitable principles.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be be, a party, to perform their respective its covenants and obligations hereunder and thereunder and, subject to obtaining the approval of this Agreement by holders of the majority of the Company Shares voted at the Company Shareholder Meeting as required by the ICL (the “Company Shareholder Approval”), to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby thereby, including the Merger, have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, the Company and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each or any Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or and thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or and thereby, including the Merger, other than (assuming the accuracy of the representations and warranties in Section 3.4 below) obtaining the Company Shareholder Approval. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is it is, or is specified to be be, a party, and this . This Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is it is, or is specified to be be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Companyother parties thereto, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and other similar laws affecting or relating to creditors’ rights generally, generally and (b) is subject to general principles of equityequitable principles.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be be, a party, to perform their respective its covenants and obligations hereunder and and, subject to obtaining the Requisite Shareholder Approval, to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, the Company and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each or any of Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or and thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or and thereby, other than obtaining the Requisite Shareholder Approval for the consummation of transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company, and at or before the Closing Parent and Merger Sub the Company will have duly executed and delivered each Ancillary Agreement to which each is it is, or is specified to be be, a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is it is, or is specified to be be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Companyother parties thereto, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.