Common use of Authority; Vote Required Clause in Contracts

Authority; Vote Required. (a) Each of Signal and Merger Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The Signal Board of Directors has: (i) determined that the Merger is fair to, and in the best interests of, Signal and Signal Stockholders; (ii) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Contemplated Transactions; (iii) recommended the approval of the Signal Stockholder Matters and the Other Signal Stockholder Matters by the Signal Stockholders and directed that the Signal Stockholder Matters and the Other Signal Stockholder Matters be submitted for consideration by Signal Stockholders in connection with the solicitation of the Required Signal Stockholder Vote; and (iv) approved the Signal Stockholder Support Agreements and the transactions contemplated thereby. The board of directors of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole stockholder; (B) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Contemplated Transactions; and (C) recommended that the sole stockholder of Merger Sub adopt this Agreement and thereby approve the Merger and the applicable Contemplated Transactions. This Agreement has been duly executed and delivered by Signal and Merger Sub and, assuming the due authorization, execution and delivery by Miragen, constitutes the legal, valid and binding obligation of Signal and Merger Sub, enforceable against Signal and Merger Sub in accordance with its terms, subject to: (1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (2) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Vote Required. (a) Each of Signal Threshold and Merger Sub has have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The Signal Threshold Board of Directors has: (i) determined that the Merger is fair to, and in the best interests of, Signal Threshold and Signal Threshold Stockholders; (ii) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Contemplated Transactions; (iii) recommended the approval of the Signal Stockholder Matters and the Other Signal Threshold Stockholder Matters by the Signal Threshold Stockholders and directed that the Signal Stockholder Matters and the Other Signal Threshold Stockholder Matters be submitted for consideration by Signal Threshold Stockholders in connection with the solicitation of the Required Signal Threshold Stockholder Vote; and (iv) approved the Signal Threshold Stockholder Support Agreements and the transactions contemplated thereby. The board of directors of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole stockholder; (B) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Contemplated Transactions; and (C) recommended that the sole stockholder of Merger Sub adopt this Agreement and thereby approve the Merger and the applicable Contemplated Transactions. This Agreement has been duly executed and delivered by Signal Threshold and Merger Sub and, assuming the due authorization, execution and delivery by MiragenMolecular, constitutes the legal, valid and binding obligation of Signal Threshold and Merger Sub, enforceable against Signal Threshold and Merger Sub in accordance with its terms, subject to: (1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (2) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Vote Required. (a) Each of Signal TapImmune and Merger Sub has have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The Signal TapImmune Board of Directors has: (i) determined that the Merger is fair to, and in the best interests of, Signal TapImmune and Signal TapImmune Stockholders; (ii) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Contemplated Transactions; (iii) recommended the approval of the Signal Stockholder Matters and the Other Signal TapImmune Stockholder Matters by the Signal TapImmune Stockholders and directed that the Signal Stockholder Matters and the Other Signal TapImmune Stockholder Matters be submitted for consideration by Signal TapImmune Stockholders in connection with the solicitation of the Required Signal TapImmune Stockholder Vote; and (iv) approved the Signal TapImmune Stockholder Support Voting and Lock-Up Agreements and the transactions contemplated thereby. The board of directors of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole stockholder; (B) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Contemplated Transactions; and (C) recommended that the sole stockholder of Merger Sub adopt this Agreement and thereby approve the Merger and the applicable Contemplated Transactions. This Agreement has been duly executed and delivered by Signal TapImmune and Merger Sub and, assuming the due authorization, execution and delivery by MiragenMarker, constitutes the legal, valid and binding obligation of Signal TapImmune and Merger Sub, enforceable against Signal TapImmune and Merger Sub in accordance with its terms, subject to: (1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (2) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Vote Required. (a) Each of Signal and Merger Sub Intec Entity has all necessary corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and, subject to obtaining the Required Intec Entity Shareholder Votes (as defined below), to consummate the Transactions. The Signal Intec Board of Directors has: (i) determined that the Merger is fair to, and in the best interests of, Signal Intec and Signal StockholdersIntec Shareholders; (ii) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Contemplated Transactions; and (iii) recommended determined to recommend the approval of the Signal Stockholder Matters and the Other Signal Stockholder Intec Shareholder Matters by the Signal Stockholders Intec Shareholders and directed that the Signal Stockholder Matters and the Other Signal Stockholder Intec Shareholder Matters be submitted for consideration by Signal Stockholders Intec Shareholders in connection with the solicitation of the Required Signal Stockholder Intec Shareholder Vote; and (iv) approved the Signal Stockholder Support Agreements and the transactions contemplated thereby, as applicable. The board of directors of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole stockholder; (B) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Contemplated Transactions; and (C) recommended that the sole stockholder of Merger Sub adopt this Agreement and thereby approve the Merger and the applicable Contemplated Transactions. The board of directors of Intec Parent has (x) determined that the Merger is fair to, and in the best interests of, Intec Parent and its sole stockholder; (y) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Transactions (other than with respect to Domestication Merger, the Reverse Split, the Equity Financing Transactions and the Specified Business and Assets Disposition, which shall be duly authorized and approved by all necessary corporate action prior to the Closing); and (z) recommended that the sole stockholder of Intec Parent adopt this Agreement and thereby approve the Merger and the applicable Transactions. This Agreement has been duly executed and delivered by Signal and Merger Sub each Intec Entity and, assuming the due authorization, execution and delivery by MiragenDecoy, constitutes the legal, valid and binding obligation of Signal and Merger Subeach Intec Entity, enforceable against Signal and Merger Sub the Intec Entities in accordance with its terms, subject to: (1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (2) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Vote Required. (a) Each of Signal Cellect and Merger Sub has have all necessary corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and, subject to obtaining the Required Cellect Shareholder Vote and Required Merger Sub Stockholder Vote, to consummate the Contemplated Transactions. The Signal Cellect Board of Directors has: (i) determined that the Merger is fair to, and in the best interests of, Signal Cellect and Signal StockholdersCellect Shareholders; (ii) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Contemplated Transactions; and (iii) recommended the approval of the Signal Stockholder Matters and the Other Signal Stockholder Cellect Shareholder Matters by the Signal Stockholders Cellect Shareholders and directed that the Signal Stockholder Matters and the Other Signal Stockholder Cellect Shareholder Matters be submitted for consideration by Signal Stockholders Cellect Shareholders in connection with the solicitation of the Required Signal Stockholder Cellect Shareholder Vote; and (iv) approved the Signal Stockholder Support Agreements and the transactions contemplated thereby, as applicable. The board of directors of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole stockholder; (B) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Contemplated Transactions; and (C) recommended that the sole stockholder of Merger Sub adopt this Agreement and thereby approve the Merger and the applicable Contemplated Transactions. This Agreement has been duly executed and delivered by Signal Cellect and Merger Sub and, assuming the due authorization, execution and delivery by MiragenQuoin, constitutes the legal, valid and binding obligation of Signal Cellect and Merger Sub, enforceable against Signal Cellect and Merger Sub in accordance with its terms, subject to: (1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (2) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Vote Required. (a) Each of Signal Parent and Merger Sub has all necessary corporate or limited liability company power and authority to enter into and to perform its obligations under this Agreement. The Signal Parent Board of Directors hasDirectors: (i) has determined that the Merger is fair to, and in the best interests of, Signal Parent and Signal Parent Stockholders; (ii) has duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and has duly authorized and approved, or will, prior to Closing, duly authorize and approve by all necessary corporate action the execution, delivery and performance of the applicable Contemplated Transactions, except that the Parent Board of Directors has not authorized and approved all matters relating to the dividend or distribution of Rights and Warrants; (iii) has recommended the approval of the Signal Stockholder Matters and the Other Signal Parent Stockholder Matters by the Signal Parent Stockholders and directed that the Signal Stockholder Matters and the Other Signal Parent Stockholder Matters be submitted for consideration by Signal Parent Stockholders in connection with the solicitation of the Required Signal Parent Stockholder Vote; and (iv) has approved the Signal Parent Stockholder Support Agreements and the transactions contemplated thereby. The board of directors sole member of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole stockholdermember; (B) duly authorized and approved by all necessary corporate limited liability company action, the execution, delivery and performance of this Agreement and the applicable Contemplated Transactions; and (C) recommended that the sole stockholder of Merger Sub adopt adopted this Agreement and thereby approve approved the Merger and the applicable Contemplated Transactions. This Agreement has been duly executed and delivered by Signal Parent and Merger Sub and, assuming the due authorization, execution and delivery by MiragenCompany, constitutes the legal, valid and binding obligation of Signal Parent and Merger Sub, enforceable against Signal Parent and Merger Sub in accordance with its terms, subject to: (1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (2) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Vote Required. (a) Each of Signal Parent and Merger Sub has all necessary corporate or limited liability company power and authority to enter into and to perform its obligations under this Agreement. The Signal Parent Board of Directors hasDirectors: (i) has determined that the Merger is fair to, and in the best interests of, Signal Parent and Signal Parent Stockholders; (ii) has duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and has duly authorized and approved, or will, prior to Closing, duly authorize and approve by all necessary corporate action the execution, delivery and performance of the applicable Contemplated Transactions, except that the Parent Board of Directors has not authorized and approved all matters relating to the dividend or distribution of Rights and Warrants; (iii) has recommended the approval of the Signal Stockholder Matters and the Other Signal Parent Stockholder Matters by the Signal Parent Stockholders and directed that the Signal Stockholder Matters and the Other Signal Parent Stockholder Matters be submitted for consideration by Signal Parent Stockholders in connection with the solicitation of the Required Signal Parent Stockholder Vote; and (iv) has approved the Signal Parent Stockholder Support Agreements and the transactions contemplated thereby. The board of directors sole member of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole stockholdermember; (B) duly authorized and approved by all necessary corporate limited liability company action, the execution, delivery and performance of this Agreement and the applicable Contemplated Transactions; and (C) recommended that the sole stockholder of Merger Sub adopt adopted this Agreement and thereby approve approved the Merger and the applicable Contemplated Transactions. This Agreement has been duly executed and delivered by Signal and Merger Sub and, assuming the due authorization, execution and delivery by Miragen, constitutes the legal, valid and binding obligation of Signal and Merger Sub, enforceable against Signal and Merger Sub in accordance with its terms, subject to: (1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (2) rules of law governing specific performance, injunctive relief and other equitable remedies.applicable