Common use of Authority; Corporate Approvals and Enforceability Clause in Contracts

Authority; Corporate Approvals and Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject only to the approval of the stockholders of the Company as described below, to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof. (b) The execution and delivery of this Agreement by the Company, and performance by the Company with its obligations hereunder, and the consummation of the Merger and the other transactions contemplated hereby, have been duly and validly approved by the Company Board. As of the date of this Agreement, the Company Board has unanimously determined that this Agreement and the Merger and other transactions contemplated hereby are advisable and in the best interests of the Company Stockholders and has unanimously resolved to recommend that the Company Stockholders adopt this Agreement (the “Company Voting Proposal”). (c) Except for the approval of the Company Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote at a meeting of the Company Stockholders called to consider the Company Voting Proposal (the “Requisite Company Stockholder Approval”) and the requirement under the Exchange Act for the Company Stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers (the “Requisite Parachute Vote”), and assuming the accuracy of the representations and warranties set forth in Section 4.22 of this Agreement, no other corporate proceedings on the part of the Company are necessary to approve or adopt this Agreement under applicable Law and to consummate the Merger and other transactions contemplated hereby in accordance with the terms hereof. (d) This Agreement has been duly and validly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent, Merger Sub One and Merger Sub Two, this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Law affecting creditors’ rights generally, or by principles governing the availability of equitable remedies.

Authority; Corporate Approvals and Enforceability. (a) The Company Each of Parent, Merger Sub One and Merger Sub Two has all requisite corporate and other power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and subject only to the approval of the stockholders of the Company Parent as described below, to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof. (b) The execution and delivery of this Agreement by the CompanyParent, and performance by the Company Parent with its obligations hereunder, and the consummation of the Merger and the other transactions contemplated hereby, have been duly and validly approved by the Company Parent Board. As of the date of this Agreement, the Company Parent Board has unanimously determined that this Agreement and the Merger and other transactions contemplated hereby are advisable and in the best interests of the Company Parent Stockholders and has unanimously resolved to recommend that the Company Parent Stockholders adopt approve the issuance of shares of Parent Class A Common Stock in the Merger pursuant to the terms of this Agreement (the “Company Parent Voting Proposal”). (c) Except for the approval of the Company Parent Voting Proposal by the affirmative vote of the holders of a majority of votes cast with respect to the outstanding shares of Company Common Stock entitled to vote at a meeting of the Company Stockholders Parent Stockholder Meeting called to consider the Company Parent Voting Proposal at a meeting at which quorum is present (the “Requisite Company Parent Stockholder Approval”) and the requirement under the Exchange Act for the Company Stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers (the “Requisite Parachute Vote”), and assuming the accuracy of the representations and warranties set forth in Section 4.22 3.22 of this Agreement, no other corporate proceedings on the part of the Company Parent are necessary to approve or adopt this Agreement under applicable Law and to consummate the Merger and other transactions contemplated hereby in accordance with the terms hereof. (d) This Agreement has been duly and validly executed and delivered by the Companyeach of Parent, Merger Sub One and Merger Sub Two, and assuming due authorization, execution and delivery by the Company, this Agreement constitutes a valid and binding obligation of each of Parent, Merger Sub One and Merger Sub Two, this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company each of Parent, Merger Sub One and Merger Sub Two in accordance with its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Law affecting creditors’ rights generally, or by principles governing the availability of equitable remedies.

Authority; Corporate Approvals and Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, hereunder and subject only to the approval of the stockholders of the Company as described below, to consummate the Offer and the Merger and the other transactions contemplated hereby in accordance with the terms hereof. (b) The execution and delivery of this Agreement by the Company, and performance by the Company with its obligations hereunder, and the consummation of the Offer and the Merger and the other transactions contemplated hereby, have been duly and validly approved by the Company Board. As of the date of this Agreement, the Company Board has unanimously determined that this Agreement and the Merger and other transactions contemplated hereby are advisable and in the best interests of the Company Stockholders and has unanimously resolved to recommend that the Company Stockholders adopt this Agreement (the “Company Voting Proposal”). (c) Except for the approval of the Company Voting Proposal by the The affirmative vote of the holders of a majority of the issued and outstanding shares Company Shares is the only vote of the holders of any class or series of Company Common Stock entitled to vote at a meeting capital stock that, absent Section 251(h) of the Company Stockholders called to consider the Company Voting Proposal (the “Requisite Company Stockholder Approval”) DGCL, would have been necessary under applicable Law and the requirement under the Exchange Act for the Company Stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers certificate of incorporation and bylaws to adopt, approve or authorize this Agreement and consummate the Offer and the Merger. (c) At a meeting duly called and held prior to the “Requisite Parachute Vote”), and assuming the accuracy of the representations and warranties set forth in Section 4.22 execution of this Agreement, no other corporate proceedings on the part of the Company are necessary Board has, upon the terms and subject to approve or adopt the conditions set forth herein, (i) unanimously determined that this Agreement under applicable Law Agreement, the Offer and to consummate the Merger and other transactions contemplated hereby hereby, are at a price and on terms that are fair to, and in accordance with the terms hereofbest interests of the Company and the Company Stockholders, (ii) unanimously approved this Agreement, the Offer, the Merger and the transactions contemplated hereby, and (iii) unanimously resolved to make the Company Board Recommendation. (d) Assuming that the representations of Parent and Merger Sub in Article V are accurate, the Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar applicable Law are not applicable to this Agreement and the transactions contemplated hereby (including the Offer and the Merger) or the Support Agreements or the transactions contemplated thereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Offer, the Merger, the Support Agreements or the transactions contemplated hereby or thereby. (e) This Agreement has been duly and validly executed and delivered by the Company, and assuming due authorization, execution and delivery by Parent, Merger Sub One Parent and Merger Sub TwoSub, this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Law affecting creditors’ rights generally, or by principles governing the availability of equitable remedies.