Common use of Authority Relative to this Agreement; Validity and Effect of Agreements Clause in Contracts

Authority Relative to this Agreement; Validity and Effect of Agreements. Each of the Buyer Parties has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of the Buyer Parties of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Buyer Parties, and no other corporate proceedings on the part of either of the Buyer Parties are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger, except for the approval of this Agreement by the sole stockholder of MergerCo, which will be effected by written consent immediately following the execution of this Agreement. This Agreement has been duly and validly executed and delivered by the Buyer Parties and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Buyer Parties, enforceable against each of the Buyer Parties in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles.

Authority Relative to this Agreement; Validity and Effect of Agreements. Each of the Buyer Parties The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The Except for the approvals described in the following sentence, the execution, delivery and performance by each of the Buyer Parties Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Buyer Parties, and no Company. No other corporate proceedings on the part of either of the Buyer Parties Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, including Agreement other than (if the Merger, except for Merger is not consummated pursuant to Section 253 of the approval DGCL) the adoption of this Agreement by the sole stockholder holders of MergerCo, which will be effected by written consent immediately following at least a majority of the execution of this Agreementoutstanding Company Common Shares entitled to vote in accordance with the DGCL (the “Company Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the Buyer Parties Company and, assuming the due authorization, execution and delivery by each of the CompanyBuyer Parties, constitutes a legal, valid and binding obligation of each of the Buyer PartiesCompany, enforceable against each of the Buyer Parties Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles.