Common use of Authorization, Execution and Enforceability Clause in Contracts

Authorization, Execution and Enforceability. (a) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and to consummate the transactions expressly contemplated hereby and thereby, but in the case of the completion of the Merger and the transactions subject thereto, subject to the adoption of this Agreement by the Requisite Stockholder Vote prior to the consummation of the Merger. The execution and delivery by the Company of this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and the performance by the Company of its obligations hereunder and thereunder have been duly and validly authorized by all requisite action on the part of the Company, other than, with respect to completion of the Merger, the adoption of this Agreement by the Requisite Stockholder Vote prior to the consummation of the Merger. This Agreement has been, and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, and when delivered in accordance with the terms hereof, shall have been, duly and validly executed and delivered by the Company, and this Agreement constitutes, and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, when delivered in accordance with the terms hereof, shall constitute, in each case, assuming the due and valid execution and delivery hereof and thereof by the other parties hereto and thereto, valid and binding obligations of the Company enforceable against the Company in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general principles of equity. Except as set forth on Schedule 3.2, none of the execution and delivery by the Company of this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and the performance by the Company of its obligations under this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, or the consummation of the transactions expressly contemplated hereby, does or will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or the loss of any benefit under (A) any term, condition or provision of any Contract to which the Company is a party, or by which the Company or its assets or properties may be bound, (B) any provision of any Organizational Document of the Company or (ii) violate any Law applicable to the Company, except, in the case of (i)(A) or (ii) only, where it would not have a Material Adverse Effect on the Company. (b) The Company’s Board of Directors (at a meeting or meetings duly called and held) has unanimously (i) determined that this Agreement and the transactions expressly contemplated hereby, including the Merger and the Guaranty, are advisable and fair to and in the best interests of, the stockholders of the Company, (ii) approved this Agreement, the Guaranty and the Stockholders’ Agreements, and the transactions expressly contemplated hereby and thereby, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend the approval and adoption of this Agreement and the transactions expressly contemplated hereby, including the Merger, by the stockholders of the Company (the “Company Board Recommendation”), (iv) irrevocably taken all necessary steps to render Section 203 of the DGCL inapplicable to the execution and delivery of this Agreement and the transactions expressly contemplated hereby, including the Merger and the Stockholders’ Agreements, and (v) irrevocably resolved to elect, to the extent permitted by applicable Law, for the Company not to be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws or regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or the transactions expressly contemplated hereby.

Authorization, Execution and Enforceability. (a) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and to consummate the transactions expressly contemplated hereby and thereby, but in the case of the completion of the Merger and the transactions subject thereto, subject to the adoption of this Agreement by the Requisite Stockholder Vote prior to the consummation of the Merger. The execution and delivery by the Company of this Agreement and, to the extent that they are parties thereto, the Closing Documents and the other instruments and agreements to be executed and delivered Related Agreements, by the Company as expressly contemplated hereby Buyer and the Buyer Subsidiary, the performance by the Company Buyer and the Buyer Subsidiary of its their obligations hereunder and thereunder and the consummation by the Buyer and the Buyer Subsidiary of the transactions contemplated hereby and thereby to be consummated by them have been duly and validly authorized by all requisite necessary corporate, partnership, limited liability company or other organizational action on the part of the CompanyBuyer and the Buyer Subsidiary. This Agreement constitutes and, other thanto the extent that they are parties thereto, with respect to completion as of the Merger, the adoption of this Agreement by the Requisite Stockholder Vote prior to the consummation Closing each of the MergerClosing Documents and the Related Agreements will constitute, a legal, valid and binding obligation of the Buyer and the Buyer Subsidiary, enforceable against the Buyer and the Buyer Subsidiary in accordance with its respective terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other Laws which may affect creditors' rights and remedies generally and by principles of equity (regardless of whether enforceability is considered in a Proceeding in equity or at law). This Agreement has been, and, to the extent that they are parties thereto, as of the Closing each Closing Document and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, and when delivered in accordance with the terms hereof, shall Related Agreement will have been, duly and validly executed and delivered by the Company, and this Agreement constitutes, Buyer and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, when delivered in accordance with the terms hereof, shall constitute, in each case, assuming the due and valid execution and delivery hereof and thereof by the other parties hereto and thereto, valid and binding obligations of the Company enforceable against the Company in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general principles of equityBuyer Subsidiary. Except as set forth on Schedule 3.2, none of the execution and delivery by the Company of this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and the performance by the Company of its obligations under this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, or the consummation of the transactions expressly contemplated hereby, does or will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or the loss of any benefit under (A) any term, condition or provision of any Contract to which the Company is a party, or by which the Company or its assets or properties may be bound, (B) any provision of any Organizational Document of the Company or (ii) violate any Law applicable to the Company, except, in the case of (i)(A) or (ii) only, where it would not have a Material Adverse Effect on the Company. (b) The Company’s Board of Directors of the Buyer Subsidiary (at a meeting or meetings duly called and helda) has unanimously (i) determined that this Agreement and the transactions expressly contemplated hereby, including the Merger and the Guaranty, other transactions contemplated hereby are advisable and are fair to to, and in the best interests of, the stockholders sole stockholder of the CompanyBuyer Subsidiary, (iib) has approved this Agreement, the Guaranty Merger and the Stockholders’ Agreements, and the other transactions expressly contemplated hereby and thereby, (iiic) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend the approval and has recommended adoption of this Agreement and the transactions expressly contemplated hereby, including the Merger, by the stockholders sole stockholder of the Company (Buyer Subsidiary. The Buyer, for itself individually and in its capacity as the “Company Board Recommendation”), (iv) irrevocably taken all necessary steps to render Section 203 sole stockholder of the DGCL inapplicable to the execution and delivery of this Agreement and the transactions expressly contemplated herebyBuyer Subsidiary, including has approved the Merger and the Stockholders’ Agreements, other transactions contemplated hereby and (v) irrevocably resolved to elect, to the extent permitted by applicable Law, for the Company not to be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws or regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to has adopted this Agreement or the transactions expressly contemplated herebyAgreement.

Authorization, Execution and Enforceability. (a) The Each Project Company has all requisite corporate full limited liability company power and authority to execute, execute and deliver and perform its obligations under this Agreement and the other instruments and agreements each Principal Project Document to be executed and delivered by the Company as expressly contemplated hereby which it is a party and to consummate the transactions expressly contemplated hereby thereunder. The execution and therebydelivery by each Project Company of each Principal Project Document to which it is a party, but in and the case consummation by each Project Company of the completion transactions contemplated thereunder, have been duly authorized by all necessary limited liability company action required on the part of each Project Company. Each Project Company has duly executed and delivered each Principal Project Document to which it is a party, and each Principal Project Document to which a Project Company is a party constitutes the Merger valid and binding obligation of such Project Company, enforceable against such Project Company in accordance with its terms, except as such terms may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding in equity or at law. (b) The Company has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions subject thereto, subject contemplated hereunder and to issue the Class A Units to the adoption of this Agreement by the Requisite Stockholder Vote prior to the consummation of the MergerClass A Equity Investors. The execution and delivery by the Company of this Agreement Agreement, and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and the performance consummation by the Company of its obligations hereunder and thereunder the transactions contemplated hereunder, have been duly and validly authorized by all requisite necessary limited liability company action required on the part of the Company, other than, with respect to completion of the Merger, the adoption of this Agreement by the Requisite Stockholder Vote prior to the consummation of the Merger. This Agreement has been, and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, and when delivered in accordance with the terms hereof, shall have been, been duly and validly executed and delivered by the Company, and this Agreement constitutes, and constitutes the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, when delivered in accordance with the terms hereof, shall constitute, in each case, assuming the due and valid execution and delivery hereof and thereof by the other parties hereto and thereto, valid and binding obligations obligation of the Company Company, enforceable against the Company in accordance with their its terms, except as such terms subject to may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and insolvency or similar laws of general applicability relating to affecting creditors’ rights generally or affecting creditors rights and to (ii) general principles of equity, whether considered in a proceeding in equity or at law. (c) Noble Holdco has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. Except as set forth on Schedule 3.2, none of the The execution and delivery by the Company Noble Holdco of this Agreement Agreement, and the other instruments and agreements to be consummation by Noble Holdco of the transactions contemplated hereunder, have been duly authorized by all necessary limited liability company action required on the part of Noble Holdco. This Agreement has been duly executed and delivered by the Company as expressly contemplated hereby Noble Holdco, and the performance by the Company of its obligations under this Agreement constitutes the valid and the other instruments and agreements to binding obligation of Noble Holdco, enforceable against Noble Holdco in accordance with its terms, except as such terms may be executed and delivered limited by the Company as expressly contemplated hereby, or the consummation of the transactions expressly contemplated hereby, does or will (i) conflict withbankruptcy, insolvency or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or the loss of any benefit under (A) any term, condition or provision of any Contract to which the Company is a party, or by which the Company or its assets or properties may be bound, (B) any provision of any Organizational Document of the Company similar laws affecting creditors’ rights generally or (ii) violate any Law applicable to the Companygeneral principles of equity, except, whether considered in the case of (i)(A) a proceeding in equity or (ii) only, where it would not have a Material Adverse Effect on the Companyat law. (b) The Company’s Board of Directors (at a meeting or meetings duly called and held) has unanimously (i) determined that this Agreement and the transactions expressly contemplated hereby, including the Merger and the Guaranty, are advisable and fair to and in the best interests of, the stockholders of the Company, (ii) approved this Agreement, the Guaranty and the Stockholders’ Agreements, and the transactions expressly contemplated hereby and thereby, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend the approval and adoption of this Agreement and the transactions expressly contemplated hereby, including the Merger, by the stockholders of the Company (the “Company Board Recommendation”), (iv) irrevocably taken all necessary steps to render Section 203 of the DGCL inapplicable to the execution and delivery of this Agreement and the transactions expressly contemplated hereby, including the Merger and the Stockholders’ Agreements, and (v) irrevocably resolved to elect, to the extent permitted by applicable Law, for the Company not to be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws or regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or the transactions expressly contemplated hereby.

Authorization, Execution and Enforceability. (a) Each Seller has the individual power, capacity, and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, and to perform his or her obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and each other Transaction Document to which he or she is a party, the performance of his or her obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of such Seller (except for the filing of the appropriate merger documents as required by the VSCA and the DGCL). This Agreement has been, and upon their execution of the other Transaction Documents to which each Seller is a party, shall have been or shall be, duly executed and delivered by each Seller. Assuming due authorization, execution and delivery by Parent and Merger Sub, this Agreement and each other Transaction Document to which it is a party shall constitute the valid and binding obligation of each Seller, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (collectively, “Debtor Relief Laws”). (b) The Company has all requisite full corporate power and authority to executeexecute and deliver this Agreement and each other Transaction Document to which it is a party, deliver and to perform its obligations under this Agreement hereunder and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby thereunder and to consummate the transactions expressly contemplated hereby and thereby, but in the case of the completion of the Merger and the transactions subject thereto, subject to the adoption of this Agreement by the Requisite Stockholder Vote prior to the consummation of the Merger. The execution and delivery by the Company of this Agreement and the each other instruments and agreements Transaction Document to be executed and delivered by the Company as expressly contemplated hereby and which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite necessary corporate or other action on the part of the Company, other than, with respect to completion Company (except for the filing of the Merger, the adoption of this Agreement appropriate merger documents as required by the Requisite Stockholder Vote prior to VSCA and the consummation of the MergerDGCL). This Agreement has been, and upon the execution of the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, and when delivered in accordance with the terms hereof, shall have been, duly and validly executed and delivered by the Company, and this Agreement constitutes, and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, when delivered in accordance with the terms hereof, shall constitute, in each case, assuming the due and valid execution and delivery hereof and thereof by the other parties hereto and thereto, valid and binding obligations of the Company enforceable against the Company in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general principles of equity. Except as set forth on Schedule 3.2, none of the execution and delivery by the Company of this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and the performance by the Company of its obligations under this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, or the consummation of the transactions expressly contemplated hereby, does or will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or the loss of any benefit under (A) any term, condition or provision of any Contract Transaction Documents to which the Company is a party, shall have been or shall be, duly executed and delivered by the Company. Assuming due authorization, execution and delivery by Parent and Merger Sub, this Agreement and each other Transaction Document to which it is a party shall constitute the Company or its assets or properties may be bound, (B) any provision valid and binding obligation of any Organizational Document of the Company or (ii) violate any Law applicable to the Company, exceptenforceable against it in accordance with its terms, in except as such enforceability may be limited by Debtor Relief Laws. As of the case date of (i)(A) or (ii) onlythis Agreement, where it would not have a Material Adverse Effect on the Company. (b) The Company’s Board of Directors (at a meeting or meetings duly called and held) has unanimously (i) determined and declared that this Agreement and the transactions expressly contemplated hereby, including the Merger and the Guaranty, hereby are advisable and fair to and in the best interests of, the stockholders of the Company, (ii) approved this Agreement, the Guaranty Company and the Stockholders’ Agreements, and the transactions expressly contemplated hereby and thereby, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend the approval and adoption of this Agreement and the transactions expressly contemplated hereby, including the Merger, by has unanimously recommended that the stockholders of the Company adopt this Agreement and approve the Merger. (the “Company Board Recommendation”), (ivc) irrevocably taken all necessary steps to render Section 203 of the DGCL inapplicable to the Each Seller’s execution and delivery of this Agreement constitutes the written consent of such Seller, pursuant to Section 13.1-718 of the VSCA, approving the adoption of this Agreement and approving and adopting the Merger and the other transactions expressly contemplated hereby. Each Seller hereby waives any and all rights to any notices in connection with this Agreement, the Merger and the other transactions contemplated hereby, including those set forth in the articles of incorporation and bylaws of the Company and any other stockholder agreement to which the Sellers are a party or of which the Sellers are a third party beneficiary. Each Seller has validly waived any dissenters rights and appraisal rights in connection with the Merger and the Stockholders’ Agreements, and (v) irrevocably resolved to elect, to the extent permitted by applicable Law, for the Company not to be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws or regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or the transactions expressly contemplated hereby.

Authorization, Execution and Enforceability. (a) The Company has Parent, Midco and Xxxxxx Sub have all requisite necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and the other instruments Related Agreements to which either is a party, to carry out their respective obligations hereunder and agreements to be executed and delivered by the Company as expressly contemplated hereby thereunder, and to consummate the transactions expressly contemplated hereby and thereby. The execution and delivery by each of Parent, but in Midco and Merger Sub of this Agreement and the case other Related Agreements to which either is a party, the performance by each of its respective obligations hereunder and thereunder, and the consummation by Parent, Midco and Merger Sub of the completion transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other business entity action on the part of Parent, Midco and Merger Sub and no other corporate proceeding on the part of Parent, Midco or Merger and Sub is necessary to authorize this Agreement or the other Related Agreements to which either is a party or to consummate the transactions subject theretocontemplated hereby or thereby, subject to the except for adoption of this Agreement by the Requisite Stockholder Required Parent Vote prior to and the consummation filing of the Certificate of Merger. The This Agreement and the other Related Agreements to which Parent, Midco or Merger Sub is a party have been duly executed and delivered by Parent, Midco and/or Merger Sub and (assuming due authorization, execution and delivery by the Company of this Agreement and the each other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and the performance by the Company of its obligations hereunder and thereunder have been duly and validly authorized by all requisite action on the part of the Company, other than, with respect to completion of the Merger, the adoption of this Agreement by the Requisite Stockholder Vote prior to the consummation of the Merger. This Agreement has been, and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, and when delivered in accordance with the terms hereof, shall have been, duly and validly executed and delivered by the Company, and this Agreement constitutes, and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, when delivered in accordance with the terms hereof, shall constitute, in each case, assuming the due and valid execution and delivery hereof and thereof by the other parties hereto and theretoparty hereto) constitute a legal, valid and binding obligations obligation of the Company Parent, Midco and Merger Sub, enforceable against the Company each in accordance with their terms subject to its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting creditors’ rights generally and similar laws of general applicability relating to or affecting creditors rights and to by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity. Except as set forth on Schedule 3.2, none of the execution and delivery by the Company of this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and the performance by the Company of its obligations under this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, or the consummation of the transactions expressly contemplated hereby, does or will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or the loss of any benefit under (A) any term, condition or provision of any Contract to which the Company is a party, or by which the Company or its assets or properties may be bound, (B) any provision of any Organizational Document of the Company or (ii) violate any Law applicable to the Company, except, in the case of (i)(A) or (ii) only, where it would not have a Material Adverse Effect on the Company). (b) The Company’s Board of Directors (at a meeting or meetings duly called and held) has unanimously (i) determined that this Agreement and the transactions expressly contemplated hereby, including the Merger and the Guaranty, are advisable and fair to and in the best interests of, the stockholders of the Company, (ii) approved this Agreement, the Guaranty and the Stockholders’ Agreements, and the transactions expressly contemplated hereby and thereby, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend the approval and adoption of this Agreement and the transactions expressly contemplated hereby, including the Merger, by the stockholders of the Company (the “Company Board Recommendation”), (iv) irrevocably taken all necessary steps to render Section 203 of the DGCL inapplicable to the execution and delivery of this Agreement and the transactions expressly contemplated hereby, including the Merger and the Stockholders’ Agreements, and (v) irrevocably resolved to elect, to the extent permitted by applicable Law, for the Company not to be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws or regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or the transactions expressly contemplated hereby.

Authorization, Execution and Enforceability. The execution and delivery of this Agreement and, to the extent that they are parties thereto, the Closing Documents and the Related Agreements, by the Company and each Subsidiary, the performance by the Company and each Subsidiary of their obligations hereunder and thereunder and the consummation by the Company and each Subsidiary of the transactions contemplated hereby and thereby to be consummated by them have been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action on the part of the Company and each Subsidiary. This Agreement constitutes, and, to the extent that they are parties thereto, each of the Closing Documents and the Related Agreements will constitute, a legal, valid and binding obligation of the Company and each Subsidiary, enforceable against the Company and each Subsidiary in accordance with its respective terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other Laws which may affect creditors' rights and remedies generally and by principles of equity (regardless of whether enforceability is considered in a Proceeding in equity or at law). This Agreement has been, and, to the extent that they are parties thereto, as of the Closing each Closing Document and Related Agreement will have been, duly executed by the Company and each Subsidiary. The Board of Directors of the Company has (a) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and to consummate the transactions expressly contemplated hereby and thereby, but in the case of the completion of determined that the Merger and the other transactions subject theretocontemplated hereby are advisable and are fair to, and in the best interests of, the holders of outstanding shares of Common Stock, (b) subject to the adoption of this Agreement by the Requisite Stockholder Vote prior stockholders of the Company and to the consummation of the Merger. The execution and delivery by the Company provisions of this Agreement (including Sections 6.4 and the other instruments 6.6 and agreements to be executed and delivered by the Company as expressly contemplated hereby and the performance by the Company of its obligations hereunder and thereunder have been duly and validly authorized by all requisite action on the part of the CompanyArticle 9), other than, with respect to completion of approved the Merger, the adoption other transactions contemplated hereby and various ancillary matters and adopted this Agreement and (c) subject to the provisions of this Agreement by (including Sections 6.4 and 6.6 and Article 9), recommended the Requisite Stockholder Vote prior to the consummation approval of the Merger. This Agreement has been, such ancillary matters and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, and when delivered in accordance with the terms hereof, shall have been, duly and validly executed and delivered by the Company, and this Agreement constitutes, and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, when delivered in accordance with the terms hereof, shall constitute, in each case, assuming the due and valid execution and delivery hereof and thereof by the other parties hereto and thereto, valid and binding obligations of the Company enforceable against the Company in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general principles of equity. Except as set forth on Schedule 3.2, none of the execution and delivery by the Company of this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and the performance by the Company of its obligations under this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, or the consummation of the transactions expressly contemplated hereby, does or will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or the loss of any benefit under (A) any term, condition or provision of any Contract to which the Company is a party, or by which the Company or its assets or properties may be bound, (B) any provision of any Organizational Document of the Company or (ii) violate any Law applicable to the Company, except, in the case of (i)(A) or (ii) only, where it would not have a Material Adverse Effect on the Company. (b) The Company’s Board of Directors (at a meeting or meetings duly called and held) has unanimously (i) determined that this Agreement and the transactions expressly contemplated hereby, including the Merger and the Guaranty, are advisable and fair to and in the best interests of, the stockholders of the Company, (ii) approved this Agreement, the Guaranty and the Stockholders’ Agreements, and the transactions expressly contemplated hereby and thereby, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend the approval and adoption of this Agreement and the transactions expressly contemplated hereby, including the Merger, by the stockholders of the Company (the “"Company Board Recommendation”"), (iv) irrevocably taken all necessary steps to render Section 203 . The affirmative vote of the DGCL inapplicable to holders of record of a majority of the execution and delivery outstanding shares of this Agreement and Common Stock on the transactions expressly contemplated hereby, including record date therefor is the Merger and only vote of holders of any class or series of capital stock of the Stockholders’ Agreements, and (v) irrevocably resolved to elect, to the extent permitted by applicable Law, Company required in order for the stockholders of the Company not to be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws or regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to adopt this Agreement or the transactions expressly contemplated herebyAgreement.