Common use of Authorization and Execution Clause in Contracts

Authorization and Execution. (i) Mykrolis has the corporate power and authority to execute and deliver this Agreement and, subject to approval by Mykrolis’ stockholders at the special meeting of stockholders referred to in Section 4.01(c)(ii), to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Mykrolis have been duly authorized by the Board of Directors of Mykrolis, and no further corporate action of Mykrolis, other than the approval of its stockholders and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware is necessary to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Mykrolis and, assuming the accuracy of the representations and warranties of Entegris and Eagle Delaware set forth in Section 4.02(c), constitutes the legal, valid, and binding obligation of Mykrolis, enforceable against Mykrolis in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a court of law or equity). (ii) Mykrolis’ Board of Directors has at a meeting duly called and held: (A) determined that this Agreement and the transactions contemplated by this Agreement are advisable and fair to and in the best interests of Mykrolis’ stockholders; (B) approved this Agreement and the transactions contemplated by this Agreement; and (C) resolved to recommend approval of this Agreement and the Merger by its stockholders (the “Mykrolis Voting Proposal”). No other corporate proceedings on the part of Mykrolis are necessary to authorize or approve this Agreement or to consummate the transactions contemplated by this Agreement, except for the approval of the Mykrolis Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of the Mykrolis Common Stock entitled to vote at a meeting (the “Mykrolis Shareholders’ Meeting”) of the stockholders of Mykrolis convened to consider and vote upon the Mykrolis Voting Proposal (the “Requisite Mykrolis Shareholder Approval”). No person is entitled to appraisal or dissenter’s rights under the Delaware Corporation Law as a result of this Agreement or the Merger.

Authorization and Execution. (i) Mykrolis Each of Entegris and Eagle Delaware has the corporate power and authority to execute and deliver this Agreement and the Reincorporation Plan of Merger and, subject to approval by MykrolisEntegris’ stockholders shareholders at the special meeting of stockholders shareholders referred to in Section 4.01(c)(ii4.02(c)(ii), to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery, and performance of this Agreement and the Reincorporation Plan of Merger by Mykrolis Entegris and Eagle Delaware have been duly authorized by the Board of Directors of MykrolisEntegris and the Board of Directors of Eagle Delaware, and no further corporate action of MykrolisEntegris or Eagle Delaware, other than the approval of its stockholders Entegris’ shareholders and of Entegris as the sole stockholder of Eagle Delaware prior to the Reincorporation Merger, the filing of the Certificate and the Articles of Merger respectively with the Secretary of State of Delaware and of Minnesota, respectively, in connection with the Reincorporation Merger, and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the Merger is necessary to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Mykrolis Entegris and Eagle Delaware and, assuming the accuracy of the representations and warranties of Entegris and Eagle Delaware Mykrolis set forth in Section 4.02(c4.01(c), constitutes the legal, valid, and binding obligation of MykrolisEntegris and Eagle Delaware, enforceable against Mykrolis each of them in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a court of law or equity). (ii) MykrolisEntegris’ Board of Directors has at a meeting duly called and held: (A) determined that this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this Agreement and the Reincorporation Plan of Merger are advisable and fair to and in the best interests of MykrolisEntegris’ stockholdersshareholders; (B) approved this Agreement and the Reincorporation Plan of Merger and the transactions contemplated by this AgreementAgreement and the Reincorporation Plan of Merger; and (C) resolved to recommend approval by its shareholders of this Agreement and the Reincorporation Plan of Merger and the Reincorporation Merger and the Merger, including (i) the issuance of the Eagle Delaware Common Stock to former stockholders of Mykrolis contemplated by its stockholders this Agreement, (ii) the adoption of Eagle Delaware’s Certificate of Incorporation to read as set forth in Exhibit B hereto, and (iii) the adoption of Eagle Delaware’s Bylaws to read as set forth in Exhibit C hereto (collectively, the “Mykrolis Entegris Voting Proposal”). Eagle Delaware’s Board of Directors has at a meeting duly called and held approved this Agreement, the Reincorporation Plan of Merger and the transactions contemplated hereby and thereby. No other corporate proceedings on the part of Mykrolis Entegris or Eagle Delaware are necessary to authorize or approve this Agreement or the Reincorporation Plan of Merger or to consummate the transactions contemplated by this AgreementAgreement or the Reincorporation Plan of Merger, except for the approval of the Mykrolis Entegris Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of the Mykrolis Entegris Common Stock entitled to vote at a meeting (the “Entegris Shareholders’ Meeting”, and together with the Mykrolis Shareholders’ Meeting, the “Shareholders’ Meetings”) ), of the stockholders shareholders of Mykrolis convened Entegris to consider and vote upon the Mykrolis Entegris Voting Proposal (the “Requisite Entegris Shareholder Approval” and together with the Requisite Mykrolis Shareholder Approval, the “Shareholders’ Approvals”)) and the approval by Entegris as sole stockholder of Eagle Delaware of the Reincorporation Plan of Merger and this Agreement. No person is entitled to appraisal or dissenter’s rights under the Delaware General Corporation Law or the Minnesota Business Corporation Act as a result of this Agreement Agreement, the Merger, the Reincorporation Merger Agreement, or the Reincorporation Merger.

Authorization and Execution. (i) Mykrolis Each of Buyer and Buyer Subsidiary has the corporate power and authority to execute and deliver this Agreement and, subject to approval of the Share Issuance (defined in Section 7.1(a)) by Mykrolis’ stockholders the holders of the Buyer Common Stock at the special meeting of stockholders referred to Buyer Shareholders Meeting (defined in Section 4.01(c)(ii7.1(a)), to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Mykrolis each of Buyer and Buyer Subsidiary have been duly authorized by the Board Buyer as sole stockholder of Directors Buyer Subsidiary and by their respective Boards of MykrolisDirectors, and no further corporate action of MykrolisBuyer or Buyer Subsidiary, other than the approval of its stockholders the Share Issuance and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, is necessary to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Mykrolis each of Buyer and Buyer Subsidiary and, assuming the accuracy of the representations and warranties of Entegris and Eagle Delaware the Company set forth in Section 4.02(c)Article III, constitutes the legal, valid, and binding obligation of Mykroliseach of Buyer and Buyer Subsidiary, enforceable against Mykrolis each of Buyer and Buyer Subsidiary in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcythe Enforcement Exceptions. The shares of Buyer Common Stock to be issued in connection with the Merger (including upon the exercise of Replacement Options) will, insolvency, or similar laws affecting when issued and delivered in accordance with this Agreement and assuming the enforcement accuracy of creditors’ rights generally, the Company’s representations and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought warranties in a court of law or equity). (ii) Mykrolis’ Board of Directors has at a meeting duly called and held: (A) determined that this Agreement and the transactions contemplated by this Agreement are advisable and fair to and accuracy of the Company’s disclosure in the best interests of Mykrolis’ stockholders; (B) approved this Agreement Company SEC Reports and the transactions contemplated by this Agreement; Joint Proxy Statement, be duly authorized, validly issued, fully paid and (C) resolved to recommend approval of this Agreement nonassessable and issued in compliance with all applicable federal and state securities laws. Buyer has reserved the Merger by its stockholders (the “Mykrolis Voting Proposal”). No other corporate proceedings on the part of Mykrolis are necessary to authorize or approve this Agreement or to consummate the transactions contemplated by this Agreement, except for the approval of the Mykrolis Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of the Mykrolis Buyer Common Stock entitled to vote at a meeting (the “Mykrolis Shareholders’ Meeting”) be issued upon exercise of the stockholders of Mykrolis convened to consider and vote upon the Mykrolis Voting Proposal (the “Requisite Mykrolis Shareholder Approval”). No person is entitled to appraisal or dissenter’s rights under the Delaware Corporation Law as a result of this Agreement or the MergerReplacement Options.

Authorization and Execution. (i) Mykrolis The Company has the all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to the adoption and approval of this Agreement and the Merger by Mykrolis’ stockholders at the special meeting holders of stockholders referred to in Section 4.01(c)(iia majority of the shares of Company Common Stock outstanding on the record date for the Company Special Meeting (as defined herein), to consummate the transactions contemplated herebyby this Agreement. The execution, delivery, execution and performance delivery of this Agreement and, subject to obtaining the requisite approval of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Special Meeting, the performance by Mykrolis the Company of this Agreement, the Merger and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. The Board of Directors of Mykrolisthe Company, at meetings duly called and held, has (a) determined that the transactions contemplated by this Agreement, including the Merger, are fair to and in the best interests of the shareholders of the Company, (b) approved this Agreement and the transactions contemplated hereby, including, without limitation, the Merger, and no further corporate action of Mykrolis(c) resolved to recommend that the Company's shareholders approve and adopt this Agreement, other than the approval of its stockholders Merger and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware is necessary to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Mykrolis andthe Company and subject to the execution and delivery of this Agreement by nStor and the nStor Subsidiary constitutes a legal, assuming the accuracy valid and binding agreement of the representations and warranties of Entegris and Eagle Delaware set forth in Section 4.02(c), constitutes the legal, valid, and binding obligation of MykrolisCompany, enforceable against Mykrolis the Company in accordance with its terms, except to the extent that enforceability as enforcement may be limited by applicable (i) bankruptcy, insolvency, or reorganization, moratorium and similar laws laws, both state and federal, affecting the enforcement of creditors’ ' rights generallyor remedies in general as from time to time in effect, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a court of law or equity). (ii) Mykrolis’ Board the exercise by courts of Directors has at a meeting duly called and held: (A) determined that this Agreement and the transactions contemplated by this Agreement are advisable and fair to and in the best interests of Mykrolis’ stockholders; (B) approved this Agreement and the transactions contemplated by this Agreement; and (C) resolved to recommend approval of this Agreement and the Merger by its stockholders (the “Mykrolis Voting Proposal”). No other corporate proceedings on the part of Mykrolis are necessary to authorize or approve this Agreement or to consummate the transactions contemplated by this Agreement, except for the approval of the Mykrolis Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of the Mykrolis Common Stock entitled to vote at a meeting (the “Mykrolis Shareholders’ Meeting”) of the stockholders of Mykrolis convened to consider and vote upon the Mykrolis Voting Proposal (the “Requisite Mykrolis Shareholder Approval”). No person is entitled to appraisal or dissenter’s rights under the Delaware Corporation Law as a result of this Agreement or the Mergerequitable powers.

Authorization and Execution. (i) Mykrolis Each of Horizons and JV Merger has the corporate power and authority to execute and deliver this Agreement and, subject to approval by MykrolisHorizons’ stockholders at the special meeting of stockholders referred to in Section 4.01(c)(ii4.02(c)(ii), to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Mykrolis Horizons and JV Merger have been duly authorized by the Board of Directors of Mykroliseach of Horizons and JV Merger, and no further corporate action of MykrolisHorizons or JV Merger, other than the approval of its Horizons’ stockholders and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Minnesota, is necessary to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Mykrolis Horizons and JV Merger and, assuming the accuracy of the representations and warranties of Entegris Analysts and Eagle Delaware set forth in Section 4.02(c4.01(c), constitutes the legal, valid, and binding obligation of Mykroliseach of Horizons and JV Merger, enforceable against Mykrolis them in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a court of law or equity). (ii) MykrolisHorizons’ Board of Directors has at a meeting duly called and held: (A) unanimously determined that this Agreement and the transactions contemplated by this Agreement are advisable and fair to and in the best interests of Mykrolis’ Horizons and its stockholders; (B) unanimously approved and adopted this Agreement and the transactions contemplated by this Agreement; and (C) unanimously resolved to recommend approval of this Agreement and the Merger by its stockholders (the “Mykrolis Horizons Voting Proposal”). No other corporate proceedings on the part of Mykrolis Horizons are necessary to authorize or approve this Agreement or to consummate the transactions contemplated by this Agreement, except for the approval of the Mykrolis Horizons Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of the Mykrolis Horizons Common Stock entitled to vote at a meeting (the “Mykrolis Horizons Shareholders’ Meeting”) of the stockholders of Mykrolis Horizons convened to consider and vote upon the Mykrolis Horizons Voting Proposal (the “Requisite Mykrolis Horizons Shareholder Approval”). No person is entitled to appraisal or dissenter’s rights under the Delaware Corporation Law as a result of this Agreement or the Merger.

Authorization and Execution. (i) Mykrolis Each of nStor and the nStor Subsidiary has the all corporate power and authority to execute and deliver enter into this Agreement and, subject to the approval of the issuance of nStor Common Stock pursuant to the Merger by Mykrolis’ stockholders at the special meeting holders of stockholders referred to in Section 4.01(c)(ii)a majority of the outstanding shares of nStor Common Stock on the record date for the Special Meeting of the nStor Shareholders, to consummate the transactions transaction contemplated herebyby this Agreement. The execution, delivery, execution and performance delivery of this Agreement and, subject to the approval of the issuance of nStor Common Stock pursuant to the Merger by Mykrolis the holders of a majority of the outstanding shares of nStor Common Stock outstanding on the record date for the Special Meeting of the nStor Shareholders, the performance of each of nStor and the nStor Subsidiary of this Agreement and the consummation by each of them of the transactions contemplated hereby have been duly authorized by the Board of Directors of Mykrolis, and no further all necessary corporate action on the part of Mykrolis, other than the approval of its stockholders nStor and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware is necessary to consummate the transactions contemplated herebynStor Subsidiary. This Agreement has been duly executed and delivered by Mykrolis and, assuming each of nStor and the accuracy nStor Subsidiary and subject to the execution and delivery of this Agreement by the representations and warranties of Entegris and Eagle Delaware set forth in Section 4.02(c)Company, constitutes the a legal, valid, valid and binding obligation agreement of Mykrolis, each of nStor and the nStor Subsidiary enforceable against Mykrolis nStor and the nStor Subsidiary, as applicable, in accordance with its terms, except to the extent that enforceability as enforcement may be limited by applicable bankruptcy, (i) bankruptcy insolvency, or reorganization, moratorium and similar laws laws, both state and federal, affecting the enforcement of creditors’ ' rights generallyor remedies in general as from time to time in effect, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a court of law or equity). (ii) Mykrolis’ Board the exercise by courts of Directors has at a meeting duly called and held: (A) determined that this Agreement and the transactions contemplated by this Agreement are advisable and fair to and in the best interests of Mykrolis’ stockholders; (B) approved this Agreement and the transactions contemplated by this Agreement; and (C) resolved to recommend approval of this Agreement and the Merger by its stockholders (the “Mykrolis Voting Proposal”). No other corporate proceedings on the part of Mykrolis are necessary to authorize or approve this Agreement or to consummate the transactions contemplated by this Agreement, except for the approval of the Mykrolis Voting Proposal by the affirmative vote of the holders of a majority of the outstanding shares of the Mykrolis Common Stock entitled to vote at a meeting (the “Mykrolis Shareholders’ Meeting”) of the stockholders of Mykrolis convened to consider and vote upon the Mykrolis Voting Proposal (the “Requisite Mykrolis Shareholder Approval”). No person is entitled to appraisal or dissenter’s rights under the Delaware Corporation Law as a result of this Agreement or the Mergerequitable powers.

Authorization and Execution. (ia) Mykrolis has The execution, delivery and performance by each Seller and the corporate power and authority to execute and deliver Corporation of this Agreement andand the transaction documents to which it is party, subject to approval and the consummation by Mykrolis’ stockholders at each the special meeting Seller and the Corporation of stockholders referred to in Section 4.01(c)(ii), to consummate the transactions contemplated hereby. The execution, delivery, hereby and performance of this Agreement by Mykrolis thereby are within such corporate powers and have been duly authorized by the Board of Directors of Mykrolis, and no further all necessary corporate action on the part of Mykroliseach the Seller and the Corporation, other than except, as to the Seller, for the required approval of the Seller’s stockholders in connection with the approval of its stockholders this Agreement and the filing consummation of the Certificate of Merger with the Secretary of State of the State of Delaware is necessary to consummate the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by Mykrolis constitutes, and, assuming when executed at the accuracy of the representations and warranties of Entegris and Eagle Delaware set forth in Section 4.02(c)Closing, constitutes the legaleach transaction document will constitute, valid, a valid and binding obligation agreement of Mykroliseach Seller, enforceable against Mykrolis such Seller in accordance with its terms, except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, or similar insolvency and other laws affecting the enforcement rights and remedies of creditors’ rights generally, creditors and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a court of law or equity)equitable principles. (iib) Mykrolis’ Board of Directors has at At a meeting duly called and held: , the Seller’s board of directors has (Ai) unanimously determined that this Agreement and the transactions contemplated by this Agreement Transactions are advisable and fair to and in the best interests of Mykrolis’ the Seller’s stockholders; , (Bii) unanimously approved and adopted this Agreement and the Transactions and (iii) unanimously resolved to recommend approval and adoption of this Agreement to its stockholders (such recommendation, the “Seller’s Board Recommendation”). (c) Seller has delivered to the Purchaser simultaneously with the execution and delivery of this Agreement an irrevocable written consent of stockholders executed by Xxxxxxx Xxxxxx, who holds by Proxy not less than fifty percent (50)% of the votes entitled to be cast (the “Written Consent of Stockholder”) approving this Agreement and the transactions contemplated hereby. The Written Consent of the Stockholder has been duly and validly obtained in accordance with the DGCL and applicable Law and shall become effective not later than twenty (20) days after the Definitive Information Statement (as defined below) is first sent to the Seller’s stockholders. The Written Consent of Stockholder has been filed with the Secretary of the Company may not be revoked by this Agreement; and (C) resolved to recommend approval of this Agreement the stockholder, and the Merger by its stockholders (the “Mykrolis Voting Proposal”). No other corporate proceedings on the part of Mykrolis are necessary to authorize or approve this Agreement or to consummate the transactions contemplated by this Agreement, except for the approval of the Mykrolis Voting Proposal vote taken by the affirmative stockholders of Seller as set forth in the Written Consent of Stockholder is the only vote of the holders of a majority any of the outstanding Company’s capital stock necessary in connection with the consummation of the transactions contemplated hereby. (d) Corporation’s Stock to be transferred by Seller to Purchaser hereunder shall be validly and legally issued, fully paid and nonassessable shares of the Mykrolis Common Stock entitled to vote at a meeting (the “Mykrolis Shareholders’ Meeting”) Corporation’s common stock, free and clear of the stockholders of Mykrolis convened to consider any liens, claims, encumbrances and vote upon the Mykrolis Voting Proposal (the “Requisite Mykrolis Shareholder Approval”). No person is entitled to appraisal or dissenter’s rights under the Delaware Corporation Law as a result of this Agreement or the Mergerrestrictions.