Common use of Authority; Binding Nature of Agreement Clause in Contracts

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. 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 the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all necessary corporate power and authority to enter into and this Agreement and, subject, with respect to the Company, to receipt of the Required Company Stockholder Vote, to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board (at meetings duly called and held or by written consent in lieu of a meeting) has unanimously: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, ; (iib) approved and declared advisable this Agreement and the Contemplated Transactions Transactions; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated TransactionsCompany Stockholder Matters. 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 the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated TransactionsAgreement. The board of directors of the Company Board has (iat a meeting duly called and held) has: (a) unanimously determined that the Contemplated Transactions are Merger is advisable and fair to, advisable to and in the best interests of the Company and its stockholders; (b) unanimously authorized and approved the execution, delivery and performance of this Agreement by the Company and unanimously approved the Merger; (iic) approved unanimously recommended the adoption and declared advisable approval of this Agreement by the holders of Company Common Stock and directed that this Agreement and the Contemplated Transactions Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 5.2); and (iiid) determined to recommendthe extent necessary, upon unanimously adopted a resolution having the terms and effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the conditions set forth in this Agreement, that the stockholders Merger or any of the Company vote to adopt this Agreement and thereby approve the other Contemplated Transactions. 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 the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the Enforceability Exceptionsrelief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Prior to the execution of the Company Stockholder Support Voting Agreements, the Board of Directors of the Company Board approved the Company Stockholder Support Voting Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholdersequity holders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and (iii) determined equity holders to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders equity holders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent MEDS and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and this Agreement and, subject to receipt of the Required Company Stockholder Vote, to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board (at meetings duly called and held or by written consent in lieu of a meeting) has unanimously: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, ; (iib) approved and declared advisable this Agreement and the Contemplated Transactions Transactions; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated TransactionsCompany Stockholder Matters. 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 the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support AgreementsAgreements by the parties thereto, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and the other Transaction Documents to which it is a party and, subject to receipt of the Required Company Stockholder Vote, to perform its obligations hereunder and thereunder and consummate the Contemplated Transactions. The Company Board (at meetings duly called and held or by a written consent in lieu of a meeting) has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, ; (ii) authorized, approved and declared advisable this Agreement Agreement, the other Transaction Documents and the Contemplated Transactions Transactions; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt approve this Agreement and thereby approve the Contemplated Transactions. . (b) This Agreement has been (and the other Transaction Documents to which it is a party have been or will be) duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent Xxxxxx and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support AgreementsVoting Agreement, the Company Board approved the Company Stockholder Support Agreements Voting Agreement and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions, subject, in the case of the consummation of the Merger, only to the adoption of this Agreement by the Required Company Stockholder Vote. The Company Board has Company’s board of directors (iat a meeting duly called and held) on or prior to the date of this Agreement has: (a) unanimously determined that the Contemplated Transactions are Merger is advisable and fair to, advisable and in the best interests of of, the Company and its stockholders; (b) unanimously authorized and approved the execution, (ii) approved delivery and declared advisable performance of this Agreement by the Company and unanimously approved the Contemplated Transactions Merger; (c) unanimously recommended the adoption of this Agreement by the holders of Company Common Stock and directed that this Agreement be submitted for adoption by the Company’s stockholders at the Company Stockholders’ Meeting; and (iiid) determined to recommendthe extent necessary, upon adopted a resolution having the terms and effect of causing the Company not to be subject to any state takeover law or similar applicable Law that otherwise might apply to the conditions set forth in this Agreement, that the stockholders Merger or any of the Company vote to adopt this Agreement and thereby approve the other Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and this Agreement and, subject to receipt of the Required Company Stockholder Vote, to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board has (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, (iib) approved and declared advisable this Agreement and the Contemplated Transactions and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt or approve this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent PubCo and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement Agreement. Prior to the date of this Agreement, the board of directors of the Company (at a meeting duly called and to consummate the Contemplated Transactions. The Company Board has held): (ia) unanimously determined that the Contemplated Transactions are Merger is advisable and fair to, advisable to and in the best interests of the Company and its stockholders; (b) unanimously authorized and approved the execution, delivery and performance of this Agreement by the Company and unanimously adopted this Agreement and approved the Merger; and (iic) approved unanimously recommended the adoption and declared advisable approval of this Agreement by the holders of Company Common Stock and directed that this Agreement and the Contemplated Transactions and (iii) determined to recommend, upon Merger be submitted for consideration by the terms and subject to the conditions set forth in this Agreement, that the Company’s stockholders of at the Company vote to adopt this Agreement and thereby approve the Contemplated TransactionsStockholders’ Meeting. 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 the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the Enforceability Exceptionsrelief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Prior to the execution of the Company Stockholder Support Voting Agreements, the Board of Directors of the Company Board approved the Company Stockholder Support Voting Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent Meerkat and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and this Agreement and, subject to receipt of the Required Company Stockholder Vote, to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board (at a meeting duly called and held or by written consent in lieu of a meeting) has Unanimously: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, ; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions Transactions; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. Company Stockholder Matters. (b) This Agreement has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all necessary corporate power and authority to enter into and this Agreement and, subject, with respect to the Company, to receipt of the Required Company Stockholder Vote, to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board (at meetings duly called and held or by written consent in lieu of a meeting) has unanimously: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, ; (iib) approved and declared advisable this Agreement and the Contemplated Transactions Transactions; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated TransactionsCompany Stockholder Matters. 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 the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board Company’s board of directors has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions Transactions, and (iii) determined resolved to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and and, assuming the due authorization, execution execution, and delivery by Parent Xxxxxx and Merger SubSubs, constitutes the legal, valid valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and this Agreement and, subject to receipt of the Required Company Stockholder Vote, to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board (at meetings duly called and held or by written consent in lieu of a meeting) has unanimously: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, ; (iib) approved and declared advisable this Agreement and the Contemplated Transactions Transactions; and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. Company Stockholder Matters. (b) 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 the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support AgreementsAgreements by the parties thereto, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Each of the Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. 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 the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions, subject, in the case of the consummation of the Merger, only to the adoption of this Agreement by the Required Company Stockholder Vote. The Company Board has Company’s board of directors (iat a meeting duly called and held) on or prior to the date of this Agreement has: (a) unanimously determined that the Contemplated Transactions are Merger is advisable and fair to, advisable and in the best interests of of, the Company and its stockholders; (b) unanimously authorized and approved the execution, (ii) approved delivery and declared advisable performance of this Agreement by the Company and unanimously approved the Contemplated Transactions Merger; (c) unanimously recommended the adoption of this Agreement by the holders of Company Common Stock and directed that this Agreement be submitted for adoption by the Company’s stockholders at the Company Stockholders’ Meeting; and (iiid) determined to recommendthe extent necessary, upon adopted a resolution having the terms and effect of causing the Company not to be subject to any state takeover law or similar applicable Law that otherwise might apply to the conditions set forth in this Agreement, that the stockholders Merger or any of the Company vote to adopt this Agreement and thereby approve the other Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to receipt of the Required Company Stockholder Vote, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Company Board (at meetings duly called and held) has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve in favor of the Contemplated Transactions. Company Stockholder Matters. (b) 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 the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate (subject to, in the Contemplated Transactionscase of the First Merger, the Required Company Stockholder Vote). The Company Board (at one or more meetings duly called and held and, as of the date of this Agreement, not subsequently rescinded or modified in any way), has as of the date of this Agreement: (ia) determined that the Contemplated Transactions are Mergers is fair to, advisable and in the best interests of the Company and its stockholders, ; (iib) approved and declared advisable this Agreement Agreement, the Mergers and the Contemplated Transactions and has declared this Agreement advisable and (iiic) determined to recommend, upon the terms and subject to the conditions set forth in of this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent and Merger SubArrow, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Company and each of its Subsidiaries have has all necessary corporate company power and authority to enter into and and, subject to obtaining the Required Company Member Vote, to perform its obligations under this Agreement and and, subject to the receipt of the Required Company Member Vote, to consummate the Contemplated Transactions. The Company Board has (i) determined that the Merger and the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholdersunit holders, (ii) approved and declared advisable this Agreement and and, subject to obtaining approval of the Contemplated Transactions applicable members of the Company, authorized the Company Member Matters and (iii) directed that the Company Member Matters be submitted to the applicable members of the Company for approval and determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders applicable members of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. Company Member Matters. (b) This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent and Merger SubBuyer, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and and, subject to obtaining the Required Company Stockholder Vote, to consummate the Contemplated Transactions. The Company Board has unanimously (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated therebyContemplated Transactions.

Authority; Binding Nature of Agreement. (a) The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to receipt of the Required Company Stockholder Vote, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Company Board (at meetings duly called and held) has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve in favor of the Contemplated Transactions. Company Stockholder Matters. (b) 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 the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent Nautilus and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board has (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent Milan, HoldCo and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and this Agreement and, subject, with respect to the Company, to receipt of the Required Company Stockholder Vote, to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board has (iat meetings duly called and held or by written consent in lieu of a meeting) has: (a) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholdersstockholders; (b) authorized, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and Transactions; (iiic) determined to recommendrecommended, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated TransactionsCompany Stockholder Matters; and (d) approved the Company Stockholder Support Agreements and the transactions contemplated thereby. This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent Pxxxxx and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and this Agreement and, subject, with respect to the Company, to receipt of the Required Company Stockholder Vote, to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board (at a meeting duly called and held or by written consent in lieu of a meeting) has unanimously: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, ; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions Transactions; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. Company Stockholder Matters. (b) This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent Pxxxxx and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions, subject, in the case of the consummation of the Merger, only to the adoption of this Agreement by the Required Company Stockholder Vote, assuming the accuracy of the representations and warranties contained in Section 3.7. The Company Board has Company’s board of directors (iat a meeting duly called and held) has: (a) unanimously determined that the Contemplated Transactions are Merger is advisable and fair to, advisable and in the best interests of of, the Company and its stockholders; (b) unanimously authorized and approved the execution, (ii) delivery and performance of this Agreement by the Company and unanimously approved and declared advisable this Agreement and the Contemplated Transactions Merger; and (iiic) determined to recommend, upon unanimously recommended the terms and subject to the conditions set forth in this Agreement, that the stockholders adoption of the Company vote to adopt this Agreement by the holders of Company Common Stock entitled to vote thereon and thereby approve directed that this Agreement be submitted for adoption by the Contemplated TransactionsCompany’s stockholders by written consent. 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 the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions, subject only to the adoption of this Agreement by the Required Company Stockholder Vote. The Company Board has Company’s board of directors (iat a meeting duly called and held) has: (a) unanimously determined that the Contemplated Transactions are Merger is advisable and fair to, advisable and in the best interests of of, the Company and its stockholders; (b) unanimously authorized and approved the execution, (ii) approved delivery and declared advisable performance of this Agreement by the Company and unanimously approved the Contemplated Transactions Merger; (c) unanimously recommended the adoption of this Agreement by the holders of Company Common Stock and directed that this Agreement be submitted for adoption by the Company’s stockholders at the Company Stockholders’ Meeting; and (iiid) determined to recommendthe extent necessary, upon adopted a resolution having the terms and effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the conditions set forth in this Agreement, that the stockholders Merger or any of the Company vote to adopt this Agreement and thereby approve the other Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by Parent and Merger Subthe other parties hereto, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent Vxxxxxx and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent Gem and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Company and each of its Subsidiaries have has all necessary corporate power and authority to enter into and this Agreement and, subject to receipt of the Required Company Stockholder Vote, to perform its obligations under this Agreement hereunder and to consummate the Contemplated Transactions. The Company Board (at meetings duly called and held or by unanimous written consent in lieu of a meeting) has (i) determined that the Contemplated Transactions are advisable and fair to, advisable and in the best interests of of, the Company and its stockholders, (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions Transactions, and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve in favor of the Contemplated Transactions. Company Stockholder Matters. (b) This Agreement has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by Parent and Proteon Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all has the necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions, subject only to the adoption of this Agreement by the Required Company Stockholder Vote. The board of directors of the Company Board has (iat a meeting duly called and held) has, by unanimous vote of all directors of the Company: (a) determined that the Contemplated Transactions are Merger is advisable and fair to, advisable and in the best interests of of, the Company and its stockholders; (b) authorized and approved the execution, (ii) approved delivery and declared advisable performance of this Agreement by the Company and approved the Contemplated Transactions Merger; (c) recommended the adoption of this Agreement by the holders of Company Common Stock and directed that this Agreement be submitted for adoption by the Company’s stockholders at the Company Stockholders’ Meeting; and (iiid) determined to recommendthe extent necessary, upon adopted a resolution having the terms and effect of causing the Company not to be subject to any state takeover law or similar Applicable Law that otherwise might apply to the conditions set forth in this Agreement, that the stockholders Merger or any of the Company vote to adopt this Agreement and thereby approve the other Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board has (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent Xxxxxxx and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries Company Subsidiary have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Contemplated TransactionsAgreement. The Company Board has of Directors (iat one or more meetings duly called and held) has: (a) determined that the Contemplated Transactions are advisable and fair to, advisable to and in the best interests of the Company and its stockholdersshareholders; (b) duly authorized and approved by all necessary corporate action, (ii) approved the execution, delivery and declared advisable performance of this Agreement and the transactions contemplated hereby, including the Contemplated Transactions and (iii) determined to recommendTransactions, upon the terms and subject to the conditions set forth in this Agreement, that Required Company Shareholder Vote; and (c) recommended the stockholders adoption and approval of the Company vote to adopt this Agreement and thereby approve by the Contemplated Transactionsholders of Company Capital Stock. This Agreement has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by Parent and Merger SubYumanity, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the Enforceability Exceptionsrelief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Prior to the execution of the Company Stockholder Shareholder Support Agreements, the Company Board of Directors approved the Company Stockholder Shareholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have all necessary corporate power and authority to enter into and this Agreement and, subject, with respect to the Company, to receipt of the Required Company Stockholder Vote, to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Company Board (at meetings duly called and held or by written consent in lieu of a meeting) has unanimously: (ia) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its stockholders; (b) authorized, (ii) approved and declared advisable this Agreement and the Contemplated Transactions and Transactions; (iiic) determined to recommendrecommended, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated TransactionsCompany Stockholder Matters; and (d) approved the Company Stockholder Support Agreements and the transactions contemplated thereby. This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent Pxxxxx and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries have has all necessary corporate right, power and authority to enter into and to perform its obligations under this Agreement and and, assuming that the Company Stockholder Approval is obtained, to consummate the Contemplated Transactions. The execution and delivery of this Agreement by the Company Board has (i) determined and, assuming that the Company Stockholder Approval is obtained, the consummation by the Company of the Contemplated Transactions are fair to, advisable and in have been duly authorized by all necessary corporate action on the best interests part of the Company and its stockholders, (ii) approved and declared advisable this Agreement and no additional corporate proceedings on the Contemplated Transactions and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders part of the Company vote are necessary to adopt authorize the execution, delivery and performance by the Company of this Agreement and thereby approve or (other than the filing of the certificate of merger with the Secretary of State of the State of Delaware) the consummation by the Company of the Contemplated Transactions. The board of directors of the Company (at a meeting duly called and held) has, by the unanimous vote of all directors of the Company, made the Company Board Recommendation, and such board resolutions have not been rescinded, modified or withdrawn in any way, except as may be permitted by this Agreement. 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 the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Prior to the execution of the Company Stockholder Support Agreements, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated thereby.