Common use of Authority Relative to This Agreement; Fairness Clause in Contracts

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the Plan of Merger and the consummation by it of the Transactions, in each case, subject only to the approval of this Agreement, the Plan of Merger and the Merger by the affirmative vote of holders of Ordinary Shares representing at least two-thirds of the Ordinary Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the CICL and the memorandum and articles of association of the Company. 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 a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”).

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Company VoteShareholder Approval, to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the Transactions have been duly and validly authorized by the Company Boardall necessary corporate action, and no other corporate action proceedings on the part of the Company is are necessary to authorize the execution and delivery by the Company of this Agreement and or to consummate the Plan of Merger and the consummation by it of the TransactionsTransactions (other than, in each case, subject only with respect to the authorization and approval of this Agreement, the Plan of Merger and the Merger by Transactions, including the affirmative vote of holders of Ordinary Shares representing at least two-thirds of Merger, obtaining the Ordinary Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the CICL and the memorandum and articles of association of the CompanyShareholder Approval). 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 a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, insolvency (including all Laws relating to fraudulent transfertransfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles of equity (the “Bankruptcy and Equity Exception”).

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Company VoteShareholder Approval, to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the Transactions have been duly and validly authorized by the Company Boardall necessary corporate action, and no other corporate action proceedings on the part of the Company is are necessary to authorize the execution and delivery by the Company of this Agreement and or to consummate the Plan of Merger and the consummation by it of the TransactionsTransactions (other than, in each case, subject only with respect to the authorization and approval of this Agreement, the Plan of Merger and the Merger by Transactions, including the affirmative vote of holders of Ordinary Shares representing at least two-thirds of Merger, obtaining the Ordinary Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the CICL and the memorandum and articles of association of the CompanyShareholder Approval). 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 a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, insolvency (including all Laws relating to fraudulent transfertransfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles of equity (the “Bankruptcy and Equity Exception”).