Common use of Authority; Noncontravention Clause in Contracts

Authority; Noncontravention. (i) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated by this Agreement and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder Approval. The execution and delivery of this Agreement by the Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in the case of the consummation of the Merger, to obtaining the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by Parent and Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity (the “Bankruptcy Exceptions”).

Authority; Noncontravention. (i) The Company has the requisite corporate power and authority to execute enter into this Agreement and deliver this Agreement, to consummate the Merger and the other transactions contemplated by this Agreement and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder Approval. The execution and delivery of this Agreement by the Company, Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder hereby have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in the case of the consummation of the Merger, to obtaining the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by Parent constitutes the valid and Subbinding agreement of Purchaser, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforceability thereof may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar Laws relating laws affecting creditors' rights and remedies and to the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The execution and delivery of this Agreement do not, and the “Bankruptcy Exceptions”).consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, (a) conflict with any of the provisions of the charter documents or bylaws of the Company, (b) subject to the governmental filings and other matters referred to in the following sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of first refusal, termination, cancellation

Authority; Noncontravention. (ia) The Company has the requisite all necessary corporate power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder and, subject to obtaining the Required Stockholder Approval, to consummate the Merger Transactions. The execution, delivery and performance by the other transactions contemplated by this Agreement and to comply with the provisions Company of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder Approval. The execution and delivery of this Agreement by the Company, the consummation by the Company of the Merger Transactions, have been unanimously authorized and the other transactions contemplated by this Agreement and the performance approved by the Company Board (acting upon the Special Committee Recommendation), and, except for obtaining the Required Stockholder Approval and Governmental Approvals, and filing the Certificate of its obligations hereunder have been duly authorized by all necessary Merger with the Secretary of State pursuant to the DGCL, no other corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are is necessary to authorize the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in the case of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement hereof by Parent and Subthe other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except as that such enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or moratorium, rehabilitation, conservatorship, liquidation, receivership and other similar Laws Laws, now or hereafter in effect, of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “Bankruptcy Exceptionsand Equity Exception”).

Authority; Noncontravention. (i) The Company has the all requisite corporate power and corporate authority to execute and deliver enter into this AgreementAgreement and, subject to receipt of the Company Stockholder Approval (as defined in Section 3.01(p)), to consummate the Merger and the other transactions contemplated by this Agreement and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder Approval. The execution and delivery of this Agreement by the Company, Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the CompanyCompany subject, in the case of the Merger, to the receipt of the Company Stockholder Approval, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, Agreement or to consummate the consummation by the Company of the Merger and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderAgreement, subject, in the case of the consummation of the Merger, to obtaining receipt of the Shareholder Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of this Agreement by Parent and Subthe other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforceability thereof may terms. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (A) approving this Agreement and the Stockholders Agreement, the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreement, (B) directing that the adoption of this Agreement be limited by bankruptcysubmitted to a vote at a meeting of the stockholders of the Company, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to (C) recommending that the enforcement stockholders of creditors’ rights generally the Company adopt this Agreement and by general principles of equity (the “Bankruptcy Exceptions”)D) declaring that this Agreement is advisable.

Authority; Noncontravention. (ia) The Company has the requisite all necessary corporate power and corporate authority to execute and deliver this Agreement, Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated by this Agreement and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. The execution execution, delivery and delivery of this Agreement by the Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder this Agreement and the other Transaction Documents, and the consummation by it of the Transactions, have been duly authorized by all necessary the Board and no other corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are is necessary to authorize this Agreementthe execution, the consummation by the Company of the Merger delivery and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in this Agreement and the case other Transaction Documents and the consummation by it of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. This Agreement has been and at the Initial Closing or the Second Closing, as applicable, the other Transaction Documents will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement hereof or thereof, as applicable, by Parent and Subthe Investor, constitutes (or in the case of the other Transaction Documents, at the Initial Closing or the Second Closing, as applicable, will constitute) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except as that such enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy Exceptionsand Equity Exception”).

Authority; Noncontravention. (ia) The Company has the requisite all necessary corporate power and corporate authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder and, assuming the representations and warranties set forth in Section 4.11 are true and correct and, subject to the receipt of the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. The execution execution, delivery and delivery of this Agreement by the Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder this Agreement, and, assuming the representations and warranties set forth in Section 4.11 are true and correct, the consummation by it of the Merger Transactions, have been duly authorized by all necessary its Board of Directors and, except for obtaining the Company Stockholder Approval and filing the Certificate of Merger with the Secretary of State pursuant to the DGCL, no other corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are is necessary to authorize this Agreementthe execution, the consummation by the Company of the Merger delivery and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in this Agreement and the case consummation by it of the consummation of the Merger, to obtaining the Shareholder ApprovalMerger Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement hereof by Parent and Subthe other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except as that such enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the foregoing clauses (i) and (ii), the “Bankruptcy Exceptionsand Equity Exception”).

Authority; Noncontravention. (ia) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Merger Transactions. The execution, delivery and performance by each of the Company and the other transactions contemplated by Company Shareholders of this Agreement and to comply the Statutory Merger Agreement, and the consummation by the Company and the Company Shareholders of the Transactions, have been duly and unanimously authorized and approved by the Board of Directors of the Company, and, except for executing and delivering the Statutory Merger Agreement and filing the Merger Application with the provisions of this AgreementRegistrar pursuant to the Bermuda Companies Act, subject, in no other action on the case part of the consummation of Company is necessary to authorize the Mergerexecution, to obtaining delivery and performance by the Shareholder Approval. The execution and delivery Company of this Agreement by and the Company, Statutory Merger Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in the case of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement hereof by Parent and Subthe other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except as that such enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy Exceptionsand Equity Exception”).

Authority; Noncontravention. (ia) The Company has the all requisite corporate power and authority to execute and deliver this Agreementdeliver, to consummate the Merger and the other transactions contemplated by perform its obligations under, this Agreement and to comply with consummate the provisions of transactions contemplated by this Agreement, subject, in the case of the consummation Merger only, to receipt of the Merger, to obtaining the Shareholder ApprovalCompany Requisite Vote. The execution execution, delivery and delivery performance of this Agreement by the Company, Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in the case of the consummation of the Merger, to obtaining receipt of the Shareholder ApprovalCompany Requisite Vote. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of this Agreement by Parent and Subthe other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except terms, subject, as enforceability thereof may be limited by to enforceability, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or insolvency and other similar Laws Law of general applicability relating to the enforcement of or affecting creditors’ rights generally and to general equity principles. The Company Board duly and validly adopted resolutions (i) determining that the Merger and the other transactions contemplated by general principles this Agreement are fair to and in the best interests of equity the Company and the shareholders of the Company, (ii) approving this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that the adoption of this Agreement be submitted to a vote at a meeting of the shareholders of the Company and (iv) recommending that the shareholders of the Company adopt this Agreement (the “Bankruptcy ExceptionsCompany Board Recommendation”), which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way.

Authority; Noncontravention. (ia) The Company has the requisite all necessary corporate power and corporate authority to execute and deliver this AgreementAgreement and, subject to obtaining the Stockholder Approval, to perform its obligations hereunder and, assuming that the Merger is consummated in accordance with the NRS, to consummate the Merger and the other transactions contemplated by this Agreement and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. The execution execution, delivery and delivery of this Agreement by the Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder this Agreement, and, assuming that the Merger is consummated in accordance with the NRS, the consummation by it of the Transactions, have been duly authorized by all necessary its Board of Directors | and, except for obtaining the Stockholder Approval and filing the Articles of Mxxxxx with the Secretary of State pursuant to the NRS, no other corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are is necessary to authorize this Agreementthe execution, the consummation by the Company of the Merger delivery and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in this Agreement and the case consummation by it of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement hereof by Parent and Subthe other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except as that such enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exceptions”).

Authority; Noncontravention. (ia) The Company and each of its Subsidiaries has the requisite corporate power and authority to execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated by this Agreement Agreement, and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder Stockholder Approval. The execution and delivery of this Agreement by the Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance compliance by the Company and its Subsidiaries with the provisions of its obligations hereunder this Agreement have been duly authorized by all necessary corporate action on the part of the CompanyCompany and its Subsidiaries, as applicable, and no other corporate proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize this Agreement, to comply with the consummation by the Company terms of this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderAgreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by Parent and Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity (the “Bankruptcy Exceptions”).

Authority; Noncontravention. (ia) The Company has the all requisite corporate power and authority to execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated by enter into this Agreement and to comply with consummate the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder Approvaltransactions contemplated hereby. The execution and delivery of this Agreement by the Company, Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, Agreement or to consummate the consummation by the Company of the Merger and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderhereby, subject, in the case of the consummation of the Merger, to obtaining receipt of the Shareholder Stockholder Approval. The Board of Directors of the Company has by unanimous vote of the directors present approved this Agreement, determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders and declared that the Merger is advisable and resolved as set forth in Section 1.2(a) hereof. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of this Agreement by Parent and Subthe other parties thereto, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforceability thereof may be limited by terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar Laws laws of general applicability relating to the enforcement of or affecting creditors’ ' rights generally and by to general principles of equity (the “Bankruptcy Exceptions”)principles.

Authority; Noncontravention. (a) (i) The Company has the all requisite corporate power and authority to execute and deliver this Agreement, perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder Approval. The execution and delivery of this Agreement by the Company, Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, Agreement or to consummate the consummation transactions contemplated hereby other than the adoption of this Agreement by the Company requisite vote or consent of the Merger and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in the case of the consummation of the Merger, to obtaining the Shareholder ApprovalShareholders. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of this Agreement by Parent the Parent, Merger Sub, and Subthe Representative, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforceability thereof may be limited by (subject to applicable bankruptcy, insolvencysolvency, fraudulent conveyancetransfer, reorganization, moratorium or and other similar Laws relating to the enforcement of affecting creditors’ rights generally from time to time in effect). The Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions (1) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by general principles this Agreement, (2) resolving that the adoption of equity this Agreement be submitted to a vote of the Company Shareholders and (3) recommending that the “Bankruptcy Exceptions”)Company Shareholders adopt this Agreement.

Authority; Noncontravention. (ia) The Company has the requisite all necessary corporate power and corporate authority to execute and deliver this Agreement, Agreement and the Related Documents and to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated by this Agreement and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. The execution execution, delivery and delivery of this Agreement by the Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder this Agreement and the Related Documents, and the consummation by it of the Transactions, have been duly authorized and approved by all necessary the Board, and, except for filing the Series A Certificate of Amendment with the Department of the Treasury of the State of New Jersey pursuant to the New Jersey Business Corporation Act, no other corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are is necessary to authorize this Agreementthe execution, the consummation by the Company of the Merger delivery and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in this Agreement and the case Related Documents and the consummation by it of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. This Agreement has been been, and the Related Documents will be on the Closing Date, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of hereof and thereof by the Investors, this Agreement by Parent constitutes, and Subthe Related Documents will on the Closing Date constitute, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except as that such enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy Exceptionsand Equity Exception”).

Authority; Noncontravention. (i) The Company has the all requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to obtaining the Shareholder Approval, to consummate the Merger and each of the other transactions contemplated by this Agreement and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. The execution execution, delivery and delivery performance of this Agreement by the Company, Company and the consummation by the Company of the Merger and each of the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder Transactions have been duly and validly authorized and approved by all necessary corporate action on the part of Board and, other than obtaining the CompanyShareholder Approval, and no other corporate proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the consummation by the Company of Agreement or to consummate the Merger and each of the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in the case of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of this Agreement by Parent and Subthe other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforceability thereof may be limited by terms, subject to bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium reorganization or other similar Laws relating to laws affecting the enforcement rights of creditors’ rights creditors generally and by general principles the availability of equity equitable remedies (the “Bankruptcy and Equity Exceptions”). The Board, at a meeting duly called and held, has (A) adopted resolutions unanimously approving and declaring advisable this Agreement, the Merger and the Transactions, (B) resolved to unanimously recommend that the shareholders of the Company adopt this Agreement and approve the Merger, and (C) directed that this Agreement be submitted to the holders of Common Stock for their adoption (the “Company Recommendation”).

Authority; Noncontravention. (ia) The Company has the requisite all necessary corporate power and corporate authority to execute and deliver this Agreement, Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated by this Agreement and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. The execution execution, delivery and delivery of this Agreement by the Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder this Agreement and the other Transaction Documents, and the consummation by it of the Transactions, have been duly authorized by all necessary corporate the Board and the Board has duly reserved (x) the shares of Preferred Stock to be issued in accordance with the terms and conditions of the Certificates of Designation and (y) the shares of Common Stock to be issued upon any conversion of shares of Preferred Stock into Common Stock. No other action on the part of the Company, and no other corporate proceedings on the part of the Company are or its stockholders is necessary to authorize this Agreementthe execution, the consummation by the Company of the Merger delivery and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in this Agreement and the case other Transaction Documents and the consummation by it of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement hereof by Parent and Subthe Investor, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except as that such enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy Exceptionsand Equity Exception”).

Authority; Noncontravention. (ia) The Company has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder Approvalhereby. The execution and delivery of this Agreement by the Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate action on the part Board of Directors of the CompanyCompany and, and except for obtaining the Company Stockholder Approval and, in the case of the Merger, filing the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in the case of the consummation of the Merger, to obtaining the Shareholder Approvaltransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by each of this Agreement by Parent and Subthe other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except as such enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy Exceptionsand Equity Exception”).

Authority; Noncontravention. (ia) The Company has the requisite all necessary corporate power and corporate authority to execute and deliver this Agreement, Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the Merger Transactions. The execution, delivery and performance by the Company of this Agreement and the other transactions contemplated by this Agreement Transaction Documents, and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder Approval. The execution and delivery of this Agreement by the Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder Transactions, have been duly authorized by all necessary the Board of Directors of the Company (the “Company Board”) and the shareholders of the Company (if such authorization is required) and no other corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are is necessary to authorize the execution, delivery and performance by the Company of this Agreement, Agreement and the other Transaction Documents and the consummation by the Company of the Merger and Transactions, subject only to the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in the case registration of the consummation of capital increase relating to the Merger, to obtaining Transactions (which shall be undertaken no later than 9:00 a.m. (New York City time) on the Shareholder ApprovalClosing Date). This Agreement has been been, and at the Closing the other Transaction Documents to which the Company is party will be, duly executed and delivered by the Company andCompany, and assuming the due authorization, execution and delivery hereof or thereof, as applicable, by the Investors constitutes (or in the case of this Agreement by Parent and Subsuch other Transaction Documents, constitutes at the Closing will constitute) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except as that such enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy Exceptionsand Equity Exception”).

Authority; Noncontravention. (ia) The Company has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, assuming the representations and warranties set forth in Section 4.06 are true and correct and subject to the receipt of the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Company Merger, to obtaining the Shareholder Approval. The execution execution, delivery and delivery of this Agreement by the Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder this Agreement, and, assuming the representations and warranties set forth in Section 4.06 are true and correct, the consummation by it of the Company Merger, have been duly authorized by all necessary the Company Board and, except for obtaining the Company Stockholder Approval and filing the Company Certificate of Merger with the Secretary of State pursuant to the DGCL, no other corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are is necessary to authorize this Agreementthe execution, the consummation by the Company of the Merger delivery and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in this Agreement and the case consummation by it of the consummation of the Company Merger, to obtaining the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by each of this Agreement by Parent and Subthe other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except as such enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy Exceptionsand Equity Exception”).

Authority; Noncontravention. (ia) The Company has the requisite all necessary corporate power and corporate authority to execute and deliver this Agreement, Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated by this Agreement and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. The execution execution, delivery and delivery of this Agreement by the Company, the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder this Agreement and the other Transaction Documents, and the consummation by it of the Transactions, have been duly and unanimously authorized and approved by all necessary the Board and no other corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are is necessary to authorize this Agreementthe execution, the consummation by the Company of the Merger delivery and the other transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, subject, in this Agreement and the case other Transaction Documents and the consummation by it of the consummation of the Merger, to obtaining the Shareholder ApprovalTransactions. This Agreement has been and at the Closing, the other Transaction Documents will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement hereof or thereof, as applicable, by Parent the Investor and Subthe other parties hereto or thereto, constitutes (or in the case of the other Transaction Documents, at the Closing will constitute) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except as that such enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy Exceptionsand Equity Exception”).