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 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. 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 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 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 (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. 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 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 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.

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. 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 have has all necessary requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute and deliver and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Except for the filing of the Certificate of Merger and obtaining the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Prior to the date of this Agreement, at a meeting duly called and held, the Board has of Directors unanimously (ia) determined that this Agreement and the Contemplated Transactions Transactions, including the Merger, are fair to, advisable and in the best interests of interest of, the Company and its stockholders, (iib) declared it advisable to enter into this Agreement and recommended entering into this Agreement to the Company Stockholders, (c) approved the execution, delivery and declared advisable performance by the Company of this Agreement and the Contemplated Transactions consummation of the Transactions, including the Merger, and (iiid) determined to recommend, upon resolved that the terms and subject Merger may be effected pursuant to the conditions set forth in this Agreement, that the stockholders of the Company vote to adopt this Agreement and thereby approve the Contemplated TransactionsAct. This Agreement has been duly executed and delivered by the Company Company, and assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to the Enforceability Exceptions. Prior bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to the execution of the Company Stockholder Support Agreementsor affecting creditors’ rights, the Company Board approved the Company Stockholder Support Agreements and the transactions contemplated therebyby general equitable principles.

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. 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 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. The Company has full power and each of its Subsidiaries have all necessary authority (including full corporate power and authority authority) to enter into execute and deliver this Agreement and to perform its obligations under hereunder; provided, however, that the Company cannot consummate the Merger unless and until it receives the Requisite Company Stockholder Approval. The execution and delivery of this Agreement by the Company and to consummate the Contemplated Transactions. The Company performance by it of its obligations hereunder have been approved by the Board has (i) determined that of Directors of the Contemplated Transactions are fair toCompany, advisable and in no other corporate proceedings on the best interests part of the Company are necessary to authorize the execution and its stockholders, (ii) approved and declared advisable delivery of this Agreement and or, except for the Contemplated Transactions and (iii) determined to recommend, upon approval of the terms and subject Company's stockholders with respect solely to the conditions set forth in this AgreementMerger, that the stockholders consummation by the Company of the Company vote to adopt this Agreement and thereby approve the Contemplated Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes the legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, terms and conditions subject to the Enforceability Exceptions. Prior (i) laws of general application relating to the execution of the Company Stockholder Support Agreementsbankruptcy, the Company Board approved the Company Stockholder Support Agreements insolvency and the transactions contemplated therebyrelief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

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 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 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 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. 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 (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; and (iiic) determined to recommend, upon unanimously recommended the terms adoption of this Agreement by the holders of Company Common Stock and subject to the conditions set forth in directed that this Agreement, that the stockholders of Agreement be submitted for adoption by the Company vote to adopt this Agreement and thereby approve stockholders at the Contemplated TransactionsCompany Stockholders’ Meeting. This Agreement has been duly and validly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Merger Sub, constitutes the a 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. 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.