Common use of Authorization; No Conflicts Clause in Contracts

Authorization; No Conflicts. The execution, delivery and performance by Seller of this Agreement, the other agreements contemplated hereby and the transactions contemplated hereby and thereby have been duly and validly authorized by Seller and no other corporate act or proceeding on the part of Seller, its Board of Directors or its shareholder is necessary to authorize the execution, delivery or performance by Seller of this Agreement or any other agreement contemplated hereby or the consummation of the transactions contemplated hereby or thereby. This Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith has been duly executed and delivered by Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) and each constitutes the legally valid and binding obligation of Seller, enforceable against Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery and performance by Seller of this Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith by it and the execution, delivery and performance by Xxxxxxxx of the Xxxxxxxx License and by Xxxxxxxx of the Employment Agreement in the form attached hereto as Exhibit J (the "Employment Agreement"), will not (a) violate, conflict with, result in any breach of, constitute a default under, result in the termination or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the Seller's Articles of Incorporation or bylaws or any Material Contract to which Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx) is a party, (b) result in the imposition of any Encumbrance against the Business, any Purchased Asset or any other property of Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx), or (c) violate any Law the violation of which would have a material adverse effect on the Business, taken as a whole. Schedule 3.11 lists, as of the date hereof, all material Approvals and Permits required to be obtained by Seller to consummate the purchase and sale of the Purchased Assets. Except for matters identified on Schedule 3.11, the execution, delivery and performance of this Agreement by Seller will not require any filing or registration with, or the issuance of any Approval or Permit by, any third party or Governmental Entity, except for such actions which, if not accomplished, do not have a material adverse effect on the Business, taken as a whole, as currently conducted.

Authorization; No Conflicts. Such Purchaser has full power and --------------------------- authority to enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement, Agreement and each of the other agreements contemplated hereby Ancillary Agreements to which such Purchaser is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by Seller and no such Purchaser. No other corporate act or proceeding proceedings on the part of Seller, its Board of Directors or its shareholder is such Purchaser are necessary to authorize the execution, delivery or performance by Seller of this Agreement or any other agreement contemplated hereby or the consummation of the transactions contemplated hereby or thereby. This Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith has been duly executed and delivered by Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) and each constitutes the legally valid and binding obligation of Seller, enforceable against Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery and performance by Seller of this Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith by it and the execution, delivery and performance by Xxxxxxxx of the Xxxxxxxx License and by Xxxxxxxx of the Employment Agreement in the form attached hereto as Exhibit J (the "Employment Agreement"), will not (a) violate, conflict with, result in any breach of, constitute a default under, result in the termination or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the Seller's Articles of Incorporation or bylaws or any Material Contract to which Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx) is a party, (b) result in the imposition of any Encumbrance against the Business, any Purchased Asset or any other property of Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx), or (c) violate any Law the violation of which would have a material adverse effect on the Business, taken as a whole. Schedule 3.11 lists, as of the date hereof, all material Approvals and Permits required to be obtained by Seller to consummate the purchase and sale of the Purchased Assets. Except for matters identified on Schedule 3.11, the execution, delivery and performance of this Agreement and each Ancillary Agreements and the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Seller such Purchaser. This Agreement and each of the Ancillary Agreements constitutes a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, and limitations on the availability of equitable remedies. The execution, delivery and performance of this Agreement and the Ancillary Agreements by such Purchaser, the consummation of the transactions by such Purchaser contemplated hereby and thereby and the compliance by such Purchaser with any of the provisions hereof and thereof will not require any filing or registration conflict with, violate or the issuance result in a breach in any material respect of any Approval provision of, require a consent under, or Permit constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, any third party provision of the governing instruments of such Purchaser or Governmental Entityany agreement, except for instrument, permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation binding on or otherwise applicable to such actions which, if not accomplished, do not have a material adverse effect on the Business, taken as a whole, as currently conductedPurchaser or its properties or assets.

Authorization; No Conflicts. (a) Each of the Company and Merger Sub has full power and authority to execute and deliver this Agreement, each other Transaction Agreement and the Loan Amendments to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement, each other Transaction Agreement and the other agreements contemplated hereby Loan Amendments to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Seller and no other corporate act or proceeding all requisite action on the part of Sellerthe Company and Merger Sub, its Board of Directors or its shareholder is and no other proceedings on their part are necessary to authorize the execution, delivery or performance by Seller of this Agreement or any Agreement, the other agreement contemplated hereby or Transaction Agreements and the consummation Loan Amendments to which it is a party (other than filing appropriate merger documents by Merger Sub and obtaining a Certificate of Merger from the transactions contemplated hereby or therebyIsraeli Registrar of Companies as required by the Companies Law). This Agreement, the Xxxxxxxx License each other Transaction Agreement and each other agreement contemplated hereby Loan Amendment to which the Company or executed in connection herewith Merger Sub is a party has been duly and validly authorized, executed and delivered by Seller (and in the case each of the Xxxxxxxx LicenseCompany and Merger Sub, Xxxxxxxx) and assuming that this Agreement, each of the Transaction Agreements and each constitutes Loan Amendment to which the legally Company or Merger Sub is a party to be executed by each of the Company and Merger Sub is a valid and binding obligation of Sellerthe other parties hereto and thereto, this Agreement, each other Transaction Agreement and each Loan Amendment to which the Company or Merger Sub is a party constitute, or when so executed and delivered will constitute, legal, valid and binding obligations of each of the Company and Merger Sub, enforceable against Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) it in accordance with its terms except as such enforceability may be limited by bankruptcytheir respective terms, insolvency, reorganization, moratorium and other similar laws and equitable principles relating subject to or limiting creditors' rights generally. The execution, delivery and performance by Seller of this Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith by it and the execution, delivery and performance by Xxxxxxxx of the Xxxxxxxx License and by Xxxxxxxx of the Employment Agreement in the form attached hereto as Exhibit J (the "Employment Agreement"), will not (a) violate, conflict with, result in any breach of, constitute a default under, result in the termination or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the Seller's Articles of Incorporation or bylaws or any Material Contract to which Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx) is a party, (b) result in the imposition of any Encumbrance against the Business, any Purchased Asset or any other property of Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx), or (c) violate any Law the violation of which would have a material adverse effect on the Business, taken as a whole. Schedule 3.11 lists, as of the date hereof, all material Approvals and Permits required to be obtained by Seller to consummate the purchase and sale of the Purchased Assets. Except for matters identified on Schedule 3.11, the execution, delivery and performance of this Agreement by Seller will not require any filing or registration with, or the issuance of any Approval or Permit by, any third party or Governmental Entity, except for such actions which, if not accomplished, do not have a material adverse effect on the Business, taken as a whole, as currently conductedEnforceability Exceptions.

Authorization; No Conflicts. The execution(a) Seller and each of the Selling Entities (if any) and each other Subsidiary of Seller, delivery and performance by if any, has, or solely in the case of each such other Subsidiary of Seller of this Agreementwill have at or prior to the Closing Date, the requisite corporate power and authority, and has, or solely in the case of each such other agreements Subsidiary of Seller will have at or prior to the Closing Date, taken all corporate action necessary to execute and deliver this Agreement and each Other Transaction Document to which it is, or shall become a party, to perform its obligations hereunder and thereunder (including, if not a signatory hereto or thereto, but actions are contemplated hereby to be taken by such Person hereunder or thereunder), and to consummate the transactions contemplated hereby and thereby have been duly and validly authorized by Seller and no other corporate act or proceeding on the part of Seller, its Board of Directors or its shareholder is necessary to authorize the execution, delivery or performance by Seller of this Agreement or any other agreement contemplated hereby or the consummation of the transactions contemplated hereby or thereby. This Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith has been duly executed and delivered by Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) and each constitutes the legally valid and binding obligation of Seller, enforceable against Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery and performance (including, if not a signatory hereto or thereto, but actions are contemplated to be taken by such Person hereunder or thereunder) of this Agreement and each Other Transaction Document by Seller and each of this Agreement, the Xxxxxxxx License Selling Entities and each other agreement Subsidiary of Seller, if applicable, and the consummation (including, if not a signatory hereto or thereto, but actions are contemplated to be taken by such Person hereunder or thereunder) by Seller, each of such Selling Entities and each such other Subsidiary of Seller of the transactions contemplated hereby or executed in connection herewith by it and the executionthereby, delivery and performance by Xxxxxxxx of the Xxxxxxxx License and by Xxxxxxxx of the Employment Agreement in the form attached hereto as Exhibit J (the "Employment Agreement"), will not (a) violate, conflict with, result in any breach of, constitute a default under, result in the termination or acceleration of, create in any party the right to accelerate, terminate, modify or cancelhave been, or require any notice (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the Seller's Articles of Incorporation or bylaws or any Material Contract to which Seller (and solely in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx) is a party, (b) result in the imposition of any Encumbrance against the Business, any Purchased Asset or any each such other property Subsidiary of Seller (will have been at or prior to the Closing Date, duly authorized and approved by the Boards of Directors or Managers, as applicable, of Seller, the Selling Entities and such other Subsidiaries of Seller, and no other corporate action on the part of Seller, the Selling Entities or such other Subsidiaries of Seller is, or solely in the case of each such other Subsidiary of Seller will be at the Xxxxxxxx License and the Employment AgreementClosing, Xxxxxxxx), or (c) violate any Law the violation of which would have a material adverse effect on the Business, taken as a whole. Schedule 3.11 lists, as of the date hereof, all material Approvals and Permits required necessary to be obtained by Seller to consummate the purchase and sale of the Purchased Assets. Except for matters identified on Schedule 3.11, authorize the execution, delivery and performance of this Agreement and, if applicable, the Other Transaction Documents by Seller, each Selling Entity, and each such other Subsidiary of Seller and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Other Transaction Documents to be executed and delivered by Seller, each Selling Entity, if any, and each such other Subsidiary of Seller, if any, which may be a party to any Other Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Seller, any such Selling Entity (if applicable) and any such other Subsidiary of Seller, if applicable, and, assuming that this Agreement and each of the Other Transaction Documents constitutes a valid and binding obligation of Purchaser, constitutes, or solely in the case of each such other Subsidiary of Seller will not require any filing or registration withconstitute as of the Closing Date, or the issuance a valid and binding obligation of any Approval or Permit bySeller, any third party or Governmental Entityeach such Selling Entity (if applicable) and each such other Subsidiary of Seller, enforceable against Seller, each such Selling Entity (if applicable) and each such other Subsidiary of Seller, in accordance with their terms, except for such actions whichto the extent that their enforceability may be subject to applicable bankruptcy, if not accomplishedinsolvency, do not have a material adverse effect on reorganization, moratorium or other similar Laws affecting the Business, taken as a whole, as currently conductedenforcement of creditors’ rights generally and by general equitable principles.

Authorization; No Conflicts. (a) The Company has requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The Board of Directors, at a duly called and held meeting, has adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are fair and declaring it advisable to enter into this Agreement, (ii) approving the execution, delivery and performance by Seller of this Agreement and, subject to the terms and conditions set forth herein, the consummation of the Offer, the Merger and the other transactions contemplated hereby, (iii) subject to the terms and conditions set forth herein, recommending that the stockholders of the Company accept the Offer and tender their Common Shares in the Offer and, if necessary, adopt this Agreement, the Merger and the other agreements transactions contemplated hereby (the "Recommendation"); (iv) rendering the limitations on business combinations contained in Section 203 of the DGCL inapplicable to this Agreement, the Offer, the Merger and the other transactions contemplated hereby and thereby have (v) electing that the Offer, the Merger and the other transactions contemplated hereby, to the extent of the Board of Directors' power and authority and to the extent permitted by applicable Law, not be subject to any Takeover Laws that may purport to be applicable to this Agreement. Other than the Company Stockholder Approval, if applicable, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized by Seller and no other corporate act or proceeding on the part of Seller, its Board of Directors or its shareholder is necessary to authorize the execution, delivery or performance by Seller of this Agreement or any other agreement contemplated hereby or the consummation of the transactions contemplated hereby or thereby. This Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith has been duly executed and delivered by Seller (and in the case of the Xxxxxxxx LicenseCompany and, Xxxxxxxx) and each assuming this Agreement constitutes the legally valid and binding obligation agreement of SellerParent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) Company in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles Laws of general applicability relating to or limiting affecting creditors' rights generally. The execution, delivery and performance by Seller of this Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith by it and the execution, delivery and performance by Xxxxxxxx of the Xxxxxxxx License and by Xxxxxxxx general principles of the Employment Agreement equity (regardless of whether such enforceability is considered in the form attached hereto as Exhibit J (the "Employment Agreement"a proceeding in equity or at law), will not (a) violate, conflict with, result in any breach of, constitute a default under, result in the termination or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the Seller's Articles of Incorporation or bylaws or any Material Contract to which Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx) is a party, (b) result in the imposition of any Encumbrance against the Business, any Purchased Asset or any other property of Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx), or (c) violate any Law the violation of which would have a material adverse effect on the Business, taken as a whole. Schedule 3.11 lists, as of the date hereof, all material Approvals and Permits required to be obtained by Seller to consummate the purchase and sale of the Purchased Assets. Except for matters identified on Schedule 3.11, the execution, delivery and performance of this Agreement by Seller will not require any filing or registration with, or the issuance of any Approval or Permit by, any third party or Governmental Entity, except for such actions which, if not accomplished, do not have a material adverse effect on the Business, taken as a whole, as currently conducted.

Authorization; No Conflicts. The execution(a) Seller and each of the Selling Entities (if any) and each other Subsidiary of Seller, delivery and performance by if any, has, or solely in the case of each such other Subsidiary of Seller of this Agreementwill have at or prior to the Closing Date, the requisite corporate power and authority, and has, or solely in the case of each such other agreements Subsidiary of Seller will have at or prior to the Closing Date, taken all corporate action necessary to execute and deliver this Agreement and each Other Transaction Document to which it is, or shall become a party, to perform its obligations hereunder and thereunder (including, if not a signatory hereto or thereto, but actions are contemplated hereby to be taken by such Person hereunder or thereunder), and to consummate the transactions contemplated hereby and thereby have been duly and validly authorized by Seller and no other corporate act or proceeding on the part of Seller, its Board of Directors or its shareholder is necessary to authorize the execution, delivery or performance by Seller of this Agreement or any other agreement contemplated hereby or the consummation of the transactions contemplated hereby or thereby. This Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith has been duly executed and delivered by Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) and each constitutes the legally valid and binding obligation of Seller, enforceable against Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery and performance (including, if not a signatory hereto or thereto, but actions are contemplated to be taken by such Person hereunder or thereunder) of this Agreement and each Other Transaction Document by Seller and each of this Agreement, the Xxxxxxxx License Selling Entities and each other agreement Subsidiary of Seller, if applicable, and the consummation (including, if not a signatory hereto or thereto, but actions are contemplated to be taken by such Person hereunder or thereunder) by Seller, each of such Selling Entities and each such other Subsidiary of Seller of the transactions contemplated hereby or executed in connection herewith by it and the executionthereby, delivery and performance by Xxxxxxxx of the Xxxxxxxx License and by Xxxxxxxx of the Employment Agreement in the form attached hereto as Exhibit J (the "Employment Agreement"), will not (a) violate, conflict with, result in any breach of, constitute a default under, result in the termination or acceleration of, create in any party the right to accelerate, terminate, modify or cancelhave been, or require any notice (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the Seller's Articles of Incorporation or bylaws or any Material Contract to which Seller (and solely in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx) is a party, (b) result in the imposition of any Encumbrance against the Business, any Purchased Asset or any each such other property Subsidiary of Seller (will have been at or prior to the Closing Date, duly authorized and approved by the Boards of Directors or Managers, as applicable, of Seller, the Selling Entities and such other Subsidiaries of Seller, and no other corporate action on the part of Seller, the Selling Entities or such other Subsidiaries of Seller is, or solely in the case of each such other Subsidiary of Seller will be at the Xxxxxxxx License and the Employment AgreementClosing, Xxxxxxxx), or (c) violate any Law the violation of which would have a material adverse effect on the Business, taken as a whole. Schedule 3.11 lists, as of the date hereof, all material Approvals and Permits required necessary to be obtained by Seller to consummate the purchase and sale of the Purchased Assets. Except for matters identified on Schedule 3.11, authorize the execution, delivery and performance of this Agreement and, if applicable, the Other Transaction Documents by Seller, each Selling Entity, and each such other Subsidiary of Seller and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Other Transaction Documents to be executed and delivered by Seller, each Selling Entity, if any, and each such other Subsidiary of Seller, if any, which may be a party to any Other Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Seller, any such Selling Entity (if applicable) and any such other Subsidiary of Seller, if applicable, and, assuming that this Agreement and each of the Other Transaction Documents constitutes a valid and binding obligation of Purchaser, constitutes, or solely in the case of each such other Subsidiary of Seller will not require any filing or registration withconstitute as of the Closing Date, or the issuance a valid and binding obligation of any Approval or Permit bySeller, any third party or Governmental Entityeach such Selling Entity (if applicable) and each such other Subsidiary of Seller, enforceable against Seller, each such Selling Entity (if applicable) and each such other Subsidiary of Seller, in accordance with their terms, except for such actions whichto the extent that their enforceability may be subject to applicable bankruptcy, if not accomplishedinsolvency, do not have a material adverse effect on reorganization, moratorium or other similar Laws affecting the Business, taken as a whole, as currently conductedenforcement of creditors' rights generally and by general equitable principles.

Authorization; No Conflicts. (1) The execution, delivery Company and performance by Seller of each Subsidiary that is or will be a party to an Ancillary Document have full corporate or other organizational power and authority to execute and deliver this Agreement, the other agreements contemplated hereby Agreement and the transactions Ancillary Documents to which it is or will be a party and to consummate the transactions, including the Public Offering and Exchange Offer, contemplated hereby and thereby have been duly and validly authorized by Seller and no other corporate act or proceeding on (the part of Seller, its Board of Directors or its shareholder is necessary to authorize the execution, delivery or performance by Seller of this Agreement or any other agreement contemplated hereby or the consummation of the transactions contemplated hereby or thereby. This Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith has been duly executed and delivered by Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) and each constitutes the legally valid and binding obligation of Seller, enforceable against Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally“Transactions”). The execution, delivery and performance by Seller the Company and each Subsidiary that is or will be a party to an Ancillary Document of this Agreement, the Xxxxxxxx License Agreement and each Ancillary Document to which it is or will be a party and the consummation of the Transactions (including the issuance of the Securities as contemplated by this Agreement) have been duly authorized by the Board of Directors (or equivalent governing body) of the Company or the relevant Subsidiary. Other than approval of the Required Stockholder Proposals, no other agreement contemplated hereby corporate or executed in connection herewith by it other organizational proceedings on the part of the Company (including approval of the Company’s stockholders), including under the NASDAQ rules and regulations relating to the continued listing of the Common Stock under the NASDAQ, or any Subsidiary, are necessary to authorize the execution, delivery and performance by Xxxxxxxx of the Xxxxxxxx License Company and by Xxxxxxxx of the Employment Agreement in the form attached hereto as Exhibit J (the "Employment Agreement"), each Subsidiary that is or will not (a) violate, conflict with, result in any breach of, constitute be a default under, result in the termination or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the Seller's Articles of Incorporation or bylaws or any Material Contract to which Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx) is a party, (b) result in the imposition of any Encumbrance against the Business, any Purchased Asset or any other property of Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx), or (c) violate any Law the violation of which would have a material adverse effect on the Business, taken as a whole. Schedule 3.11 lists, as of the date hereof, all material Approvals and Permits required to be obtained by Seller to consummate the purchase and sale of the Purchased Assets. Except for matters identified on Schedule 3.11, the execution, delivery and performance an Ancillary Document of this Agreement by Seller will not require any filing or registration with, or and each Ancillary Document and consummation of the Transactions (including the issuance of any Approval the Securities as contemplated by this Agreement). This Agreement has been, and at or Permit byprior to the Closing, any third each Ancillary Document to which it is a party will be, duly and validly executed and delivered by the Company or Governmental Entity, except for such actions which, if not accomplished, do not have a material adverse effect on the Business, taken as a wholeits Subsidiaries, as currently conductedapplicable. This Agreement is, and upon its execution at or prior to the Closing each Ancillary Document to which it is a party will be, a valid and binding obligation of the Company or its Subsidiaries, as applicable, enforceable against them in accordance with its terms. The Board of Directors at a duly held meeting has unanimously (except with one director abstaining and one director having recused himself from the meeting) resolved to recommend approval of the Stockholder Proposals to the holders of shares of Common Stock and directed that such matters be submitted for consideration of the holders of shares of Common Stock.

Authorization; No Conflicts. (a) Each of Wejo and Merger Sub 1 has, and Hxxxxx and Merger Sub 2 will have upon executing the Joinders as set forth in Section 5.23, full power and authority to execute and deliver this Agreement and each other Transaction Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to Wejo Shareholder Approval and the Merger Sub Shareholder Approvals. The execution, delivery and performance by Seller of this Agreement, Agreement and each other Transaction Agreement and the other agreements contemplated hereby and consummation of the transactions contemplated hereby and thereby have been been, or will be, as to the parties executing Jxxxxxxx as set forth in Section 5.23, upon execution of such Jxxxxxxx, duly and validly authorized and approved by Seller and no other corporate act or proceeding all requisite action on the part of SellerWejo, its Board of Directors or its shareholder is Holdco and Merger Subs, and no other proceedings on their part are necessary to authorize the execution, delivery or performance by Seller of this Agreement or any and the other agreement contemplated hereby or Transaction Agreements (other than obtaining Wejo Shareholder Approval, the consummation Merger Sub Shareholder Approvals, and filing the required TKB Merger Filing Documents and Wejo Merger Filing Documents with the Cayman Registrar in accordance with the Cayman Companies Act and the Registrar of Companies in Bermuda in accordance with the transactions contemplated hereby or therebyBermuda Companies Act, respectively). This Agreement, the Xxxxxxxx License Agreement and each other agreement contemplated hereby Transaction Agreement to which Holdco, Wejo or executed in connection herewith Merger Subs are a party has been been, or will be at or prior to the Closing, duly and validly authorized, executed and delivered by Seller (each of Wejo, Merger Sub 1, Merger Sub 2 and in the case Holdco, and assuming that this Agreement and each of the Xxxxxxxx LicenseTransaction Agreements to which Wejo, Xxxxxxxx) Holdco, Merger Sub 1 or Merger Sub 2 is a party to be executed by each of Holdco, Wejo, Merger Sub 1 and each constitutes the legally Merger Sub 2 is a valid and binding obligation of Sellerthe other parties hereto and thereto, this Agreement and each other Transaction Agreement to which Holdco, Wejo, Merger Sub 1 or Merger Sub 2 is a party constitute, or when so executed and delivered will constitute, legal, valid and binding obligations of each of Holdco, Wejo and Merger Subs, enforceable against Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) it in accordance with its terms except as such enforceability may be limited by bankruptcytheir respective terms, insolvency, reorganization, moratorium and other similar laws and equitable principles relating subject to or limiting creditors' rights generally. The execution, delivery and performance by Seller of this Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith by it and the execution, delivery and performance by Xxxxxxxx of the Xxxxxxxx License and by Xxxxxxxx of the Employment Agreement in the form attached hereto as Exhibit J (the "Employment Agreement"), will not (a) violate, conflict with, result in any breach of, constitute a default under, result in the termination or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the Seller's Articles of Incorporation or bylaws or any Material Contract to which Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx) is a party, (b) result in the imposition of any Encumbrance against the Business, any Purchased Asset or any other property of Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx), or (c) violate any Law the violation of which would have a material adverse effect on the Business, taken as a whole. Schedule 3.11 lists, as of the date hereof, all material Approvals and Permits required to be obtained by Seller to consummate the purchase and sale of the Purchased Assets. Except for matters identified on Schedule 3.11, the execution, delivery and performance of this Agreement by Seller will not require any filing or registration with, or the issuance of any Approval or Permit by, any third party or Governmental Entity, except for such actions which, if not accomplished, do not have a material adverse effect on the Business, taken as a whole, as currently conductedEnforceability Exceptions.

Authorization; No Conflicts. (a) The Company has requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The Board of Directors, at a duly called and held meeting, has adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are fair and declaring it advisable to enter into this Agreement, (ii) approving the execution, delivery and performance by Seller of this Agreement and, subject to the terms and conditions set forth herein, the consummation of the Offer, the Merger and the other transactions contemplated hereby, (iii) subject to the terms and conditions set forth herein, recommending that the stockholders of the Company accept the Offer and tender their Common Shares in the Offer and, if necessary, adopt this Agreement, the Merger and the other agreements transactions contemplated hereby (the “Recommendation”); (iv) rendering the limitations on business combinations contained in Section 203 of the DGCL inapplicable to this Agreement, the Offer, the Merger and the other transactions contemplated hereby and thereby have (v) electing that the Offer, the Merger and the other transactions contemplated hereby, to the extent of the Board of Directors’ power and authority and to the extent permitted by applicable Law, not be subject to any Takeover Laws that may purport to be applicable to this Agreement. Other than the Company Stockholder Approval, if applicable, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized by Seller and no other corporate act or proceeding on the part of Seller, its Board of Directors or its shareholder is necessary to authorize the execution, delivery or performance by Seller of this Agreement or any other agreement contemplated hereby or the consummation of the transactions contemplated hereby or thereby. This Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith has been duly executed and delivered by Seller (and in the case of the Xxxxxxxx LicenseCompany and, Xxxxxxxx) and each assuming this Agreement constitutes the legally valid and binding obligation agreement of SellerParent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against Seller (and in the case of the Xxxxxxxx License, Xxxxxxxx) Company in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles Laws of general applicability relating to or limiting affecting creditors' ’ rights generally. The execution, delivery and performance by Seller of this Agreement, the Xxxxxxxx License and each other agreement contemplated hereby or executed in connection herewith by it and the execution, delivery and performance by Xxxxxxxx of the Xxxxxxxx License and by Xxxxxxxx general principles of the Employment Agreement equity (regardless of whether such enforceability is considered in the form attached hereto as Exhibit J (the "Employment Agreement"a proceeding in equity or at law), will not (a) violate, conflict with, result in any breach of, constitute a default under, result in the termination or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the Seller's Articles of Incorporation or bylaws or any Material Contract to which Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx) is a party, (b) result in the imposition of any Encumbrance against the Business, any Purchased Asset or any other property of Seller (and in the case of the Xxxxxxxx License and the Employment Agreement, Xxxxxxxx), or (c) violate any Law the violation of which would have a material adverse effect on the Business, taken as a whole. Schedule 3.11 lists, as of the date hereof, all material Approvals and Permits required to be obtained by Seller to consummate the purchase and sale of the Purchased Assets. Except for matters identified on Schedule 3.11, the execution, delivery and performance of this Agreement by Seller will not require any filing or registration with, or the issuance of any Approval or Permit by, any third party or Governmental Entity, except for such actions which, if not accomplished, do not have a material adverse effect on the Business, taken as a whole, as currently conducted.