Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL). 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 the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Purchaser and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement andand the Strategic Relationship Agreement attached hereto as Exhibit B, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by the Company Purchaser and Merger Sub and the consummation by the Company Purchaser and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of the Company Purchaser or Merger Sub are necessary to authorize this Agreement Agreement, or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)so contemplated. This Agreement has been duly and validly executed and delivered by the Company Purchaser and Merger Sub and, assuming the due authorization, execution and delivery by Parent Company and the approval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, constitute legal and binding obligations of Purchaser and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company Purchaser and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Buyer and Merger Sub has all necessary full corporate power and authority to execute enter into this Agreement, and deliver this Agreement and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution execution, delivery and delivery performance of this Agreement by the Company each of Buyer and Merger Sub and the consummation by the Company each of Buyer and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized approved by all necessary corporate action their respective Boards of Directors and by Buyer in its capacity as the sole shareholder of Merger Sub and no other corporate proceedings on the part of the Company Buyer, Merger Sub or their shareholders are necessary to authorize this Agreement or to consummate the Merger execution, delivery and the other transactions contemplated by this Agreement (other than the approval and adoption performance of this Agreement by Buyer or Merger Sub and the consummation by Buyer or Merger by Sub of the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Buyer and Merger Sub, Sub and constitutes a legal, valid and binding obligation of the Company, Buyer and Merger Sub enforceable against the Company Buyer and Merger Sub in accordance with its terms, subject to the effect of any except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect by general equitable principles (regardless of general principles of equitywhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and, subject to obtaining the necessary approvals of the Company Stockholdersstockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCLDGCL and the TLLCA). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject and all other Transaction Documents to obtaining which it is a party (the necessary approvals of the Company Stockholders“Parent Transaction Documents”), to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement and the Parent Transaction Documents by the Company Parent and Merger Sub, and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement and the Parent Transaction Documents or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this so contemplated. This Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has Parent Transaction Documents have been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other parties thereto, constitute the legal and binding obligation of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company Parent and Merger Sub in accordance with its their respective terms, subject to to: (i) the effect of any applicable bankruptcy, fraudulent conveyance, reorganization, insolvency, moratorium and other similar laws relating to or similar Laws affecting creditors’ the enforcement of creditor’s rights generally generally; and subject, as to enforceability, to the effect of (ii) general equitable principles of equity(whether considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement hereby (other than than, with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCLDelaware Law). This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Company, each of Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, subject to the effect of any except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, insolvencyfraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject and each Related Agreement to obtaining the necessary approvals of the Company Stockholderswhich it is a party, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement and each Related Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize the execution of this Agreement Agreement, each Related Agreement, or to consummate the Merger and the other transactions contemplated by this Agreement (Transactions other than the approval and adoption filing of this Agreement and the Certificate of Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been been, and each Related Agreement will be, duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming they constitute valid and binding obligations of the due authorizationcounterparties thereto, execution constitute valid and delivery by binding agreements of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company them in accordance with its termstheir terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditor’s rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the effect discretion of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equitycourt before which any proceeding may be brought).

Authority Relative to this Agreement. (a) The Company Each of Parent, AcquisitionCo and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by the Company Parent, AcquisitionCo and Merger Sub and the consummation by the Company Parent, AcquisitionCo and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent, AcquisitionCo or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and subject to the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company Parent, AcquisitionCo and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent, AcquisitionCo and Merger Sub, enforceable against the Company each of Parent, AcquisitionCo and Merger Sub in accordance with its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to the effect of general by principles of equityequity regarding the availability of remedies.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement hereby (other than than, with respect to the approval and adoption Merger, the consent of this Agreement and the Parent as sole stockholder of Merger by the Company Stockholders as described in Section 3.16 hereof Sub and the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger SubCompany, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, subject except to the effect of any extent that enforceability hereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect of general by principles of equity regarding the availability of remedies (whether in a proceeding at Law or in equity).

Authority Relative to this Agreement. (a) The Company Each of the Parent and the Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company Parent and the Merger Sub and the consummation by the Company Parent and the Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized and approved by all necessary corporate action the Boards of Directors of the Parent and the Merger Sub and by the Parent as shareholder of the Merger Sub and no other corporate proceedings on the part of the Company Parent or the Merger Sub are necessary to authorize or approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)hereby. This Agreement has been duly and validly executed and delivered by each of the Company Parent and the Merger Sub and, assuming the due and valid authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of each of the Company, Parent and the Merger Sub enforceable against the Company each of them in accordance with its terms, subject to the effect of any applicable except that such enforceability (i) may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar Laws laws affecting creditors’ or relating to the enforcement of creditor's rights generally and subject, as (ii) is subject to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and, subject to obtaining the necessary approvals of the Company StockholdersParent Share Issuance Stockholder Approval (as defined in Section 4.11 below), to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions so contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders Parent Share Issuance Stockholder Approval (as described defined in Section 3.16 hereof 4.11 below) and the filing and recordation acceptance of appropriate merger documents the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes legal, valid and binding obligations of each of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to except as the effect of any applicable enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, insolvency, moratorium or similar Laws laws affecting enforcement of creditors’ rights generally and subject, except as enforcement thereof is subject to enforceability, to the effect of general principles of equityequity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate or other power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger Merger, the Other Transactions and the other transactions contemplated by this AgreementFinancing. The execution execution, delivery and delivery performance of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger Merger, the Other Transactions and the other transactions contemplated by this Agreement Financing have been duly and validly authorized by all necessary corporate action or other action, and no other corporate proceedings or other actions on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and Merger, the other transactions contemplated by this Agreement (other than Other Transactions or the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)Financing. This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, reorganization, insolvency, moratorium or insolvency and similar Laws affecting creditors’ rights generally and subjectremedies generally, as including all Laws relating to enforceability, to the effect of general principles of equityfraudulent transfers.

Authority Relative to this Agreement. (a) The Company Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its (ii) carry out Merger Sub's obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated by this Agreementhereby (including the Transaction). The execution and delivery of this Agreement by the Company and the consummation by the Company Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby (including the Transaction) have been duly and validly authorized by all necessary corporate action on the part of Merger Sub (including the approval by its Board of Directors and by Parent as the sole stockholder of Merger Sub), and no other corporate proceedings on the part of the Company Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)hereby. This Agreement has been duly and validly executed and delivered by the Company Merger Sub and, assuming the due authorization, execution and delivery thereof by Parent and Merger Subthe other parties hereto, constitutes a legal, valid the legal and binding obligation of the CompanyMerger Sub, enforceable against the Company Merger Sub in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to the effect of by general principles of equityequity and public policy.

Authority Relative to this Agreement. (a) The Company Each of Buyer and Merger Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementherein. The execution and delivery of this Agreement by the Company Buyer and Merger Subsidiary and the consummation by the Company Buyer and Merger Subsidiary of the Merger and the other transactions contemplated by this Agreement herein have been duly and validly authorized by all necessary corporate or organizational action and no other corporate or organizational proceedings on the part of the Company Buyer or Merger Subsidiary are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement herein (other than than, with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of the appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company Buyer and Merger Subsidiary and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the CompanyBuyer and Merger Subsidiary, enforceable against the Company Buyer and Merger Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub or either of their stockholders are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent ------------------------------------ and Merger Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by Parent and Merger Subsidiary, the Company performance by Parent and Merger Subsidiary of their respective obligations hereunder and the consummation by the Company Parent and Merger Subsidiary of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company Parent or Merger Subsidiary are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than than, with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents Merger Documents as required by the DGCLNYBCL). This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Subsidiary and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Company, each of Parent and Merger Subsidiary enforceable against the Company each of Parent and Merger Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws and other laws affecting creditors’ ' rights generally from time to time in effect and subject, as to enforceability, to the effect of general principles of equityequitable principles.

Authority Relative to this Agreement. (a) The Company Each of Purchaser and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its respective obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by the Company each of Purchaser and Merger Sub and the consummation by the Company each of Purchaser and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company Purchaser or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL). No vote of Purchaser's stockholders is required to approve this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company each of Purchaser and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Purchaser and Merger Sub, enforceable against the Company each of Purchaser and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws affecting laws relating to creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and ------------------------------------ Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Each of the Company and Merger Sub has all necessary the corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and and, subject to receiving the Company Approvals, to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by the Company and Merger Sub and the consummation by the Company and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action in accordance with the Company’s Memorandum and Articles and the Merger Sub Organizational Documents, and no other corporate company proceedings on the part of the Company or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof Approvals) and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by each of the Company and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger SubCAH, constitutes a legal, valid and binding obligation of the CompanyCompany and Merger Sub, enforceable against the Company and Merger Sub in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or similar and other Laws of general application affecting enforcement of creditors’ rights generally generally, by general equitable principles (the “Remedies Exceptions”). Each of the Company Board and subjectthe board of directors of Merger Sub has approved this Agreement and the Transactions. To the knowledge of the Company and Merger Sub, as to enforceability, no other domestic or foreign takeover Law is applicable to the effect of general principles of equityMerger or the other Transactions.

Authority Relative to this Agreement. (a) The Company has execution, delivery and performance of this Agreement and of all necessary of the other documents and instruments required hereby by Parent and Merger Subsidiary are within the corporate power and authority to execute of Parent and deliver this Agreement and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementSubsidiary. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger Transactions and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action the Boards of Directors of Parent and Merger Subsidiary and no other corporate proceedings on the part of the Company Parent or Merger Subsidiary are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger and Transactions or the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)hereby. This Agreement has and all of the other documents and instruments required hereby have been or will be duly and validly executed and delivered by the Company andParent and Merger Subsidiary, as applicable, and (assuming the due authorization, authorization by the Company and the execution and delivery by the Company) constitute or will constitute valid and binding agreements of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the CompanySubsidiary, enforceable against the Company Parent and Merger Subsidiary in accordance with its their respective terms, subject except to the effect of any extent that their enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium reorganization or similar other Laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equityor by equitable principles.

Authority Relative to this Agreement. (a) The Company Each of Parent, Intermediate Parent and Merger Sub has all necessary corporate or other power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company each of Parent, Intermediate Parent and Merger Sub and the consummation by the Company each of Parent, Intermediate Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company either Parent, Intermediate Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)hereby. This Agreement has been duly and validly executed and delivered by the Company each of Parent, Intermediate Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent, Intermediate Parent and Merger Sub, enforceable against the Company each of them in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws affecting laws relating to creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCLCGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersShareholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders Shareholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCLCGC). 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 the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and ------------------------------------ Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCLCGCL). This Agreement has been duly and validly executed and delivered by the Company andeach of Parent and Merger Sub, and assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Sub has all necessary the requisite partnership or corporate power and authority authority, as the case may be, to execute and deliver enter into this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution execution, delivery and delivery performance of this Agreement by the Company each of Parent and Sub and the consummation by the Company each of Parent and Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized approved by all necessary corporate action (a) the general partner of the Parent, (b) the Board of Directors of the Sub and (c) by the Parent in its capacity as the sole shareholder of Sub, and no other partnership or corporate proceedings on the part of the Company either of Parent or Sub or their respective partners or shareholders are necessary to authorize this Agreement or to consummate the Merger execution, delivery and the other transactions contemplated by this Agreement (other than the approval and adoption performance of this Agreement by Parent and Sub and the Merger consummation by Parent and Sub of the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, Sub and constitutes a legal, valid and binding obligation of the Company, each of Parent and Sub enforceable against the Company each of Parent and Sub in accordance with its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect by general equitable principles (regardless of general principles of equitywhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company Each of the Parent and the Purchaser has all necessary the corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform carry out its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution execution, delivery and delivery performance of this Agreement by each of the Company Parent and the Purchaser and the consummation by the Company each of the Merger Parent and the other Purchaser of the transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part respective boards of directors of the Company are necessary to authorize this Agreement or to consummate the Merger Parent and the other transactions contemplated Purchaser and by this Agreement (the sole stockholder of the Purchaser and, other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)DGCL and the CCC, no other corporate proceedings on the part of either the Parent or the Purchaser are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and the Purchaser and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Company, each such corporation enforceable against the Company such corporation in accordance with its terms, except as such enforcement is subject to the effect of (i) any applicable bankruptcy, reorganization, insolvency, moratorium reorganization or similar Laws laws relating to or affecting creditors’ ' rights generally generally, and subject, as to enforceability, to the effect of (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to obtaining the necessary approvals approval of the Company StockholdersParent stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger Share Issuance by the Company Stockholders Parent stockholders as described in Section 3.16 4.17 hereof and the filing and recordation of appropriate merger documents as required by the DGCLCGCL). This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its respective obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery by Parent and Merger Sub of this Agreement by the Company and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action by the respective Board of Directors of Parent and Merger Sub, and no other corporate proceedings action on the part of the Company are necessary Board of Directors of either Parent or Merger Sub is required to authorize this Agreement or to consummate the Merger execution, delivery and the other transactions contemplated by this Agreement (other than the approval and adoption performance of this Agreement and the consummation by Parent and Merger by Sub of the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, authorization and the valid execution and delivery hereof by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Company, Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its respective terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium or other similar Laws affecting relating to the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect of by general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement hereby (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCLDelaware Law). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubCompany, this Agreement constitutes a legal, valid and binding obligation of Parent and/or Merger Sub, as the Companycase may be, enforceable against the Company Parent and Merger Sub in accordance with its terms, subject except to the effect of any extent that enforceability hereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect of general by principles of equityequity regarding the availability of remedies.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersShareholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders Shareholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCLCCC). 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 the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject and all other Transaction Documents to obtaining which it is a party (the necessary approvals of the Company Stockholders"Parent Transaction Documents"), to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement and the Parent Transaction Documents by the Company Parent and Merger Sub, and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement and the Parent Transaction Documents or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this so contemplated. This Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has Parent Transaction Documents have been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other parties thereto, constitute the legal and binding obligation of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company Parent and Merger Sub in accordance with its their respective terms, subject to to: (i) the effect of any applicable bankruptcy, fraudulent conveyance, reorganization, insolvency, moratorium and other similar laws relating to or similar Laws affecting creditors’ the enforcement of creditor's rights generally generally; and subject, as to enforceability, to the effect of (ii) general equitable principles of equity(whether considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or the Company Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than than, with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCLURBCA). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect laws of general principles application affecting the enforcement of equitycreditors' rights generally.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub, the Company performance by each of Parent and Merger Sub of its obligations under this Agreement, and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary pursuant to their respective organizational documents, the Delaware General Corporation Law or the MGCL to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)so contemplated. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Company, each of Parent and Merger Sub enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect effects of any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, insolvency, moratorium or and other similar Laws relating to or affecting creditors’ rights generally generally, and subjectgeneral equitable principles (whether considered in a proceeding in equity or at Law). The Parent has approved, and Parent, as to enforceabilitythe sole stockholder of Merger Sub, to has approved, this Agreement, the effect of general principles of equityMerger and the other transactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) The Company has execution, delivery and performance of this Agreement and of all necessary of the other documents and instruments required hereby by Parent and Merger Sub are within the limited liability company or corporate power of Parent and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementSub. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action the Board of Directors of Parent and Merger Sub, and by Parent as the sole stockholder of Merger Sub, and no other limited liability company, corporate or stockholder proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)herein. This Agreement has and all of the other documents and instruments required hereby have been or will be duly and validly executed and delivered by the Company and, Parent or Merger Sub and (assuming the due authorization, execution and delivery hereof and thereof by Target) constitute or will constitute valid and binding agreements of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company them in accordance with its their respective terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvencymoratorium and similar laws relating to or affecting creditors generally, moratorium by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or similar Laws affecting creditors’ rights generally at law) or by an implied covenant of good faith and subject, as to enforceability, to the effect of general principles of equityfair dealing.

Authority Relative to this Agreement. (a) The Company Each of Parent ------------------------------------ and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the MBCL and the DGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, in the case of Merger Sub, subject to obtaining necessary approval of its sole shareholder, and, in case of Parent, to obtaining its board approval for the necessary approvals issuance of the Company StockholdersMerger Consideration, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action the boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (hereby other than the approval and adoption issue of this Agreement and a sufficient amount of authorized ordinary share capital of Parent (the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL"SHARE ISSUANCE"). This Agreement has been duly and validly executed and delivered by the Company andeach of Parent and Merger Sub and constitutes a valid, assuming the due authorization, execution legal and delivery by binding agreement of each of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or and similar Laws laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company Each of Parent ------------------------------------ and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCLURBCA). This Agreement has been duly and validly executed and delivered by the Company andeach of Parent and Merger Sub, and assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and, subject to obtaining the necessary approvals of the Company Stockholdersstockholder of Merger Sub, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent and Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of CR and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject and all other Transaction Documents to obtaining which it is a party (the necessary approvals of the Company Stockholders, “CR Transaction Documents”) and to perform its obligations hereunder and thereunder and, subject to obtaining CR Stockholders’ Approval, to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement and the CR Transaction Documents by the Company CR and Merger Sub, and the consummation by the Company CR and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of CR and Merger Sub, and no other corporate proceedings on the part of the Company CR or Merger Sub are necessary to authorize this Agreement and the CR Transaction Documents or to consummate the Merger and the other transactions so contemplated by this Agreement (other than than, with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCLMerger, CR Stockholders’ Approval). This Agreement has and the CR Transaction Documents have been duly and validly executed and delivered by the Company CR and Merger Sub and, assuming the due authorization, execution and delivery by Parent the other parties thereto, constitute the legal and binding obligation of CR and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company CR and Merger Sub in accordance with its their respective terms, subject to to: (i) the effect of any applicable bankruptcy, fraudulent conveyance, reorganization, insolvency, moratorium and other similar laws relating to or similar Laws affecting creditors’ the enforcement of creditor’s rights generally generally; and subject, as to enforceability, to the effect of (ii) general equitable principles of equity(whether considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company has execution, delivery and performance of this Agreement and of all necessary of the other documents and instruments required hereby by Parent and Merger Subsidiary are within the corporate power of Parent and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementSubsidiary. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action the Boards of Directors of Parent and Merger Subsidiary, and by Parent as the sole shareholder of Merger Subsidiary, and no other corporate proceedings on the part of the Company Parent and Merger Subsidiary are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)herein. This Agreement has and all of the other documents and instruments required hereby have been or will be duly and validly executed and delivered by the Company and, Parent and Merger Subsidiary and (assuming the due authorization, execution and delivery hereof and thereof by the Company) constitute or will constitute valid and binding agreements of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the CompanySubsidiary, enforceable against the Company Parent and Merger Subsidiary in accordance with its their respective terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvencymoratorium and similar laws relating to or affecting creditors generally, moratorium by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or similar Laws affecting creditors’ rights generally at law) or by an implied covenant of good faith and subject, as to enforceability, to the effect of general principles of equityfair dealing.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCLCGC). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Purchase Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and to consummate the Merger Transaction and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Purchase Sub and the consummation by the Company each of Parent and Purchase Sub of the Merger Transaction and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Purchase Sub are necessary to authorize this Agreement or to consummate the Merger Transaction and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Transaction, the filing and recordation of appropriate merger Transaction documents as required by the DGCLBCA). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Purchase Sub and, assuming the due authorization, execution and delivery by Parent the Company, Holders and Merger Subthe Shareholders' Representative, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Purchase Sub, enforceable against the Company each of Parent and Purchase Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements contemplated herein and, subject to obtaining the necessary approvals of the Company StockholdersWritten Consent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementAgreement and the other agreements contemplated herein. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than obtaining the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof Written Consent and the filing and recordation of appropriate merger documents as required by the DGCL). 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 the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws (as defined below) affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement Agreement, or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than than, with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCLDelaware Law). This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal and binding obligation of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium fraudulent transfer, moratorium, reorganization or similar Laws Legal Requirements affecting creditors’ the rights of creditors generally and subject, as to enforceability, to the effect availability of general principles equitable remedies (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company Each of Parent, Intermediate Sub and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its their respective obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by the Company Parent, Intermediate Sub and Merger Sub and the consummation by the Company Parent, Intermediate Sub and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent, Intermediate Sub or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than than, with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company Parent, Intermediate Sub and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent, Intermediate Sub and Merger Sub enforceable against the Company each of Parent, Intermediate Sub and Merger Sub in accordance with its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to the effect of general by principles of equityequity regarding the availability of remedies.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and, subject to adoption of this Agreement and the Merger by the stockholders of Parent, to consummate the Merger and the other transactions contemplated by this Agreementhereby (including the Merger). The execution and delivery of this Agreement by the Company and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions so contemplated by this Agreement (other than the approval and adoption of this Agreement and the approval of the Merger by the Company Stockholders as described in Section 3.16 hereof holders of a majority of the outstanding shares of Parent Common Stock entitled to vote with respect thereto and the filing and recordation of appropriate merger documents as required by the Certificate of Merger pursuant to the DGCL). This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by Parent and Merger SubCompany, constitutes a legal, valid the legal and binding obligation of the CompanyParent, enforceable against the Company Parent in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect of by general principles of equityequity and public policy.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the any necessary approvals shareholder approval of the Company Stockholdersthis Agreement by Merger Sub, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions so contemplated by this Agreement (other than the approval by Parent as sole shareholder of Merger Sub). The board of directors of Parent has determined that it is advisable and adoption in the best interest of Parent's shareholders for Parent to enter into a strategic business combination with the Company upon the terms and subject to the conditions of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)Agreement. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Company, Parent and Merger Sub enforceable against the Company each in accordance with its terms, terms subject to (i) the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvencymoratorium and other laws affecting creditor's rights generally; (ii) the availability of equitable remedies, moratorium or similar Laws affecting creditors’ rights generally including specific performance and subject, (iii) the enforceability of legal remedies insofar as such remedies may be subject to enforceability, to the effect overriding considerations of general principles of equity.public policy..

Authority Relative to this Agreement. (a) The Company has Acadia and Merger Sub have all necessary corporate and limited liability company power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its their obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance of this Agreement by the Company Acadia and Merger Sub and the consummation by the Company Acadia and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action and limited liability company action, and no other corporate proceedings on the part of the Company Acadia or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than than, with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by Delaware Law and the DGCLMBCA). This Agreement has been duly and validly executed and delivered by the Company Acadia and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger SubPioneer, constitutes a legal, valid and binding obligation of the CompanyAcadia and Merger Sub, enforceable against the Company Acadia and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, insolvency, moratorium or similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company Each of Parent ------------------------------------ and Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company Parent and Sub and the consummation by the Company each of them of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action the Boards of Directors of Parent and Sub, and by Parent as the sole stockholder of Sub, and no other corporate proceedings on the part of the Company Parent or Sub are necessary to authorize this Agreement or to consummate the Merger execution, delivery and the other transactions contemplated by this Agreement (other than the approval and adoption performance of this Agreement by Parent and Sub or the Merger consummation by Parent and Sub of the Company Stockholders as described in Section 3.16 hereof and transactions contemplated hereby (other than, with respect to the Merger, the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Sub, enforceable against the Company each of Parent and Sub in accordance with its terms, subject to the effect of any applicable (i) bankruptcy, reorganization, insolvency, insolvency and moratorium or similar Laws laws and to the laws affecting creditors’ ' rights generally and subject, as to enforceability, to (ii) the effect discretionary nature of general principles of equityequitable remedies.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary limited liability company and corporate power and authority authority, respectively, to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the their other transactions contemplated by this Agreement obligations hereunder, have been duly and validly authorized by all necessary corporate limited liability company, corporate, member, manager, director and shareholder action on the part of Parent and Merger Sub, and no other corporate actions or limited liability company, corporate, member or shareholder actions or proceedings on the part of the Company Parent or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement by Parent or Merger Sub, or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by obtaining the Company Stockholders as described in Section 3.16 hereof Shareholder Approval and the filing and recordation of appropriate merger documents the Agreement of Merger as required by the DGCLCGCL). This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal and binding obligation of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company Parent and Merger Sub in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or moratorium, reorganization and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equityequitable principles.

Authority Relative to this Agreement. (a) The Company Board of Directors of Parent has all necessary declared the issuance of Parent Shares advisable and Parent has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution Merger Sub has the requisite corporate power and delivery of authority to approve, authorize, execute and deliver this Agreement by and to consummate the Company transactions contemplated hereby. This Agreement and the consummation by the Company Parent of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action the Boards of Directors of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub (including, in the Company case of Merger Sub, all stockholder action by Parent as its sole stockholder) are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the due authorizationvalid and binding agreement of the Company, execution constitutes the valid and delivery by binding agreement of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent ------------------------------------ and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than than, with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCLDelaware Law). This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Company, each of Parent and Merger Sub enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, insolvency, moratorium and similar laws of general applicability relating to or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equityequity principles.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCLDGCL and the CCC). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company of the Transactions by each of Parent and Merger and the other transactions contemplated by this Agreement Sub have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings (including any actions of Parent’s stockholders) on the part of the Company Parent and Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)Transactions. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws Laws, now or hereafter in effect, affecting creditors’ rights generally generally, and subject, as (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to enforceability, equitable defenses and to the effect discretion of general principles of equitythe court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company Each of Parent and ------------------------------------ Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the KGCL and the DGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of the Parent and Merger ------------------------------------ Sub has all necessary full corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its their obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery by the Parent and Merger Sub of this Agreement by the Company and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action by the Board of Directors of each of the Parent and Merger Sub, and no other corporate proceedings action on the part of the Company are necessary Board of Directors of either the Parent or Merger Sub is required to authorize this Agreement or to consummate the Merger execution, delivery and the other transactions contemplated by this Agreement (other than the approval and adoption performance of this Agreement and the Merger consummation by the Company Stockholders as described in Section 3.16 hereof Parent and Merger Sub of the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Company, Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its respective terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium or other similar Laws affecting relating to the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect of by general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its obligations hereunder and and, subject to consummate the Merger and receipt of the other transactions contemplated by this Agreement. The execution and delivery approval of the adoption of this Agreement by Parent, in its capacity as the Company sole stockholder of Merger Sub, to consummate the Transactions. The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and Transactions (subject, in the other transactions contemplated by this Agreement (other than case of the Merger, to the receipt of the approval and of the adoption of this Agreement and by Parent, in its capacity as the sole stockholder of Merger by the Company Stockholders as described in Section 3.16 hereof Sub, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity).

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCLDGCL and the adoption of this Agreement by Parent, in its capacity as the sole stockholder of Merger Sub). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and ------------------------------------ Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining the necessary approvals of the Company Stockholders, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to obtaining the necessary approvals of the Company StockholdersRequired Parent Vote, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than than, with respect to the approval and adoption of this Agreement and Merger, the Merger by the Company Stockholders as described in Section 3.16 hereof Required Parent Vote and the filing and recordation of appropriate merger documents as required by the DGCLAgreement of Merger pursuant to the CCC). This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws Laws, now or hereafter in effect, affecting creditors’ rights generally generally, and subject, as (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to enforceability, equitable defenses and to the effect discretion of general principles of equitythe court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and, subject to obtaining the necessary approvals of the Company Stockholdersstockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of the Company StockholdersAgreement, to perform its their obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement by the Company and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action by the Board of Directors of each of Parent and Merger Sub, and no other corporate proceedings action on the part of the Company are necessary Board of Directors of either Parent or Merger Sub is required to authorize this Agreement or to consummate the Merger execution, delivery and the other transactions contemplated by this Agreement (other than the approval and adoption performance of this Agreement and the consummation by Parent and Merger by Sub of the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Company, Parent and Merger Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium or other similar Laws affecting relating to the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect of by general principles of equity.

Authority Relative to this Agreement. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and, subject to obtaining the necessary approvals of the Company Stockholdersstockholder of Merger Sub, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each of Parent and Merger Sub and the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of the Company Parent and Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and Merger, the filing and recordation of appropriate merger documents as required by the DGCLCCC). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub , enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.