Common use of Authorization; Valid and Binding Agreement Clause in Contracts

Authorization; Valid and Binding Agreement. (a) The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company and its applicable Subsidiaries of the Signing Transactions, including the Offer, the Compulsory Acquisition, the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers of the Company and its applicable Subsidiaries and have been duly and validly authorized by all necessary corporate action on the part of the Company and its Subsidiaries and, except as contemplated by Section 5.10, no other corporate proceedings on the part of the Company or such Subsidiaries and, except for the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii), no shareholder votes are necessary to authorize this Agreement or to consummate the Signing Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Parent and Buyer, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the Signing Transactions are in the best interests of the Company, its business and its shareholders, employees and other relevant stakeholders, (ii) approved and adopted this Agreement (including the execution, delivery and performance thereof) and approved the Signing Transactions and (iii) resolved, on the terms and subject to the conditions set forth in this Agreement, including Section 5.3, to support the Offer and the other Signing Transactions and to recommend acceptance of the Offer by the shareholders of the Company and to recommend approval and adoption of the matters set forth in Section 2.4(a) (such recommendation, the “Company Board Recommendation”) and such recommendation is not required to be conditioned on works council consultation or approval. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authorization; Valid and Binding Agreement. (a) The executionEach of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each other certificate, delivery agreement, document and performance instrument to be executed and delivered by the Company Parent or Merger Sub in connection with the transactions contemplated by this Agreement (collectively, the “Parent Transaction Documents”) and to perform its obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof and thereof, the transactions contemplated hereby and thereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement, and the consummation by the Company and its applicable Subsidiaries of the Signing Transactions, including the Offer, the Compulsory Acquisition, the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers of the Company and its applicable Subsidiaries and have been duly and validly authorized by all necessary ). All corporate action on the part of Parent, its officers, directors and stockholders necessary for the Company authorization, execution and its Subsidiaries and, except as contemplated by Section 5.10, no other corporate proceedings on the part delivery of this Agreement and each of the Company or such Subsidiaries andParent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been taken, except for subject only to the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii), no shareholder votes are necessary to authorize adoption of this Agreement or to consummate by Parent as the Signing Transactionssole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). This Agreement has and each of the Parent Transaction Documents have been duly executed and delivered by Parent and Merger Sub or, in the Company case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by Parent and Buyer, this Agreement constitutes a legal, valid and binding obligation of the Company, will be enforceable against the Company Parent and Merger Sub in accordance with its terms, subject to except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the Enforceability Exceptions. (b) At a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the Signing Transactions are in the best interests availability of the Company, its business and its shareholders, employees specific performance and other relevant stakeholders, (ii) approved and adopted this Agreement (including the execution, delivery and performance thereof) and approved the Signing Transactions and (iii) resolved, on the terms and subject to the conditions set forth in this Agreement, including Section 5.3, to support the Offer and the other Signing Transactions and to recommend acceptance of the Offer by the shareholders of the Company and to recommend approval and adoption of the matters set forth in Section 2.4(a) (such recommendation, the “Company Board Recommendation”) and such recommendation is not required to be conditioned on works council consultation or approvalequitable remedies. As of the date of this Agreement, none the Board of Directors of each of Parent and Merger Sub has approved, adopted and declared advisable the execution, delivery and performance of this Agreement and consummation by each of Parent and Merger Sub of the aforesaid actions transactions contemplated by this Agreement. (b) Except as set forth on Section 4.3(b) of the Company Parent Disclosure Letter, neither the execution, delivery or performance of this Agreement and the Parent Transaction Documents by Parent or Merger Sub nor the consummation of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both), (i) require any consent, approval or other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any Law, (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board has been amendedof Directors, rescinded any committee of the Board of Directors, stockholders or modifiedcomparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or use.

Authorization; Valid and Binding Agreement. (a) The executionCompany has all necessary corporate power and authority to execute and deliver this Agreement and each other certificate, delivery agreement, document and performance instrument to be executed and delivered by the Company in connection with the transactions contemplated by this Agreement (collectively, the “Company Transaction Documents”) and to perform its obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof and thereof, the transactions contemplated hereby and thereby, subject in the case of the consummation of the Merger to the adoption of this Agreement, and the consummation Agreement by the Company and its applicable Subsidiaries holders of a majority of the Signing Transactions, including outstanding shares of Company Common Stock on the Offer, record date for the Compulsory Acquisition, Stockholders’ Meeting (the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers of the “Company and its applicable Subsidiaries and have been duly and validly authorized by all necessary Stockholder Approval”). All corporate action on the part of the Company Company, its officers, directors and its Subsidiaries andstockholders necessary for the authorization, except as contemplated by Section 5.10, no other corporate proceedings on the part execution and delivery of this Agreement and each of the Company or such Subsidiaries andTransaction Documents and the performance of all obligations of the Company hereunder and thereunder has been taken, except for subject only to obtaining the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii), no shareholder votes are necessary to authorize this Agreement or to consummate the Signing TransactionsCompany Stockholder Approval. This Agreement has and each of the Company Transaction Documents have been duly executed and delivered by the Company or, in the case of any Company Transaction Document to be executed and delivered hereafter, each such Company Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Company Transaction Documents each constitute or, in the case of any Company Transaction Documents to be executed hereafter, each such Company Transaction Document will constitute a legal, valid and binding obligation of the Company and, assuming due authorization, execution and delivery hereof by Parent and BuyerMerger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, will be enforceable against the Company in accordance with its terms, subject to except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the Enforceability Exceptions. (b) At a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the Signing Transactions are in the best interests availability of the Company, its business and its shareholders, employees specific performance and other relevant stakeholders, (ii) approved and adopted this Agreement (including the execution, delivery and performance thereof) and approved the Signing Transactions and (iii) resolved, on the terms and subject to the conditions set forth in this Agreement, including Section 5.3, to support the Offer and the other Signing Transactions and to recommend acceptance of the Offer by the shareholders of the Company and to recommend approval and adoption of the matters set forth in Section 2.4(a) (such recommendation, the “Company Board Recommendation”) and such recommendation is not required to be conditioned on works council consultation or approvalequitable remedies. As of the date of this Agreement, none the Board of Directors of the aforesaid actions Company, subject to Section 6.2, has unanimously approved and declared advisable this Agreement and recommended that the Company’s stockholders adopt this Agreement (the “Board Recommendation”). (b) Except as set forth on Section 3.3(b) of the Company Disclosure Letter, neither the execution, delivery or performance of this Agreement and the Company Transaction Documents by the Company nor the consummation of the Merger by the Company or any of its Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both), (i) require any consent, approval or other action of any Person under any Company Contract or any lease governing any material Company Leased Real Property, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of the Company or any of its Subsidiaries that it was not obligated to perform immediately before such Company Transaction Document was executed under, any term of any such Company Contract or any Law (assuming, as to the Surviving Corporation, that it was a party thereto immediately before this Agreement was executed), (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board has been amendedof Directors, rescinded any committee of the Board of Directors, stockholders or modifiedcomparable bodies of the Company or any of its Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that the Company or any of its Subsidiaries owns, uses or purports to own or use.

Authorization; Valid and Binding Agreement. (a) The executionCompany has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate, delivery on the terms and performance by subject to the Company conditions of this Agreement, and the consummation transactions contemplated by the Company and its applicable Subsidiaries of the Signing Transactionsthis Agreement, including obtaining the OfferStockholder Approval, the Compulsory Acquisition, the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers of the Company and its applicable Subsidiaries and have been duly and validly authorized by all necessary corporate action on the part of the Company and its Subsidiaries and, except as contemplated by Section 5.10, no other corporate proceedings on the part of the Company or such Subsidiaries and, except for the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii), no shareholder votes are necessary to authorize this Agreement or to consummate the Signing Transactionsif necessary. This Agreement has been duly executed and delivered by the Company and, and assuming due authorization, execution that this Agreement is a valid and delivery hereof by binding obligation of Parent and BuyerMerger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the Enforceability Exceptions. (b) At availability of specific performance and other equitable remedies. The Company’s Board of Directors, at a meeting duly called and held, held prior to the execution of this Agreement at which all directors of the Company Board were present (other than one recused director), unanimously (other than one recused director) (i) determined declared that this Agreement and the Signing Transactions transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company, its business and its shareholders, employees and other relevant stakeholders’s stockholders, (ii) approved and adopted declared advisable this Agreement (including and the execution, delivery and performance thereof) and approved the Signing Transactions and (iii) resolved, on the terms and subject to the conditions set forth in this Agreementtransactions contemplated hereby, including Section 5.3, to support the Offer and the other Signing Transactions and Merger, (iii) directed that the adoption of this Agreement be submitted to recommend acceptance the Stockholders’ Meeting (unless the Merger is consummated in accordance with Section 253 of the Offer by DGCL), and (iv) resolved to make the shareholders of the Company and to recommend approval and adoption of the matters set forth in Section 2.4(a) (such recommendation, the “Company Board Recommendation”) , which actions and such recommendation is not required to be conditioned on works council consultation or approval. As resolutions have not, as of the date of this Agreementhereof, none of the aforesaid actions by the Company Board has been amendedsubsequently rescinded, rescinded modified or modifiedwithdrawn in any way.

Authorization; Valid and Binding Agreement. CYTO has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party (a) The executionthe “CYTO Transaction Documents”), delivery to perform its obligations hereunder and performance by the Company of this Agreementthereunder, and the consummation by the Company and its applicable Subsidiaries of the Signing Transactions, including the Offer, the Compulsory Acquisition, the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers of the Company and its applicable Subsidiaries and have been duly and validly authorized by all necessary corporate action on the part of the Company and its Subsidiaries and, except as contemplated by Section 5.10, no other corporate proceedings on the part of the Company or such Subsidiaries and, except for the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii), no shareholder votes are necessary to authorize this Agreement or to consummate the Signing Merger and the Contemplated Transactions. This Agreement The CYTO Board has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Parent and Buyer, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the Signing Transactions are in the best interests of the Company, its business and its shareholders, employees and other relevant stakeholders, (ii) approved and adopted this Agreement (including the execution, delivery and performance thereofof this Agreement and each other CYTO Transaction Document, (ii) determined that the terms of this Agreement and approved each other CYTO Transaction Document, the Signing Merger and the Contemplated Transactions are fair to, and in the best interests of, CYTO and the CYTO Stockholders, (iii) resolved, on declared this Agreement and each other CYTO Transaction Document advisable and (iv) recommended that the terms CYTO Stockholders adopt this Agreement. The CYTO Stockholders have duly executed and subject delivered to the conditions set forth Secretary of CYTO the CYTO Stockholder Written Consent, in this form and substance reasonably acceptable to CBLI, sufficient to obtain the Required CYTO Stockholder Approval and approve the Agreement, including Section 5.3, to support the Offer Merger and the other Signing Contemplated Transactions under the DGCL and to recommend acceptance of the Offer by the shareholders of the Company and to recommend approval and adoption of the matters set forth in Section 2.4(a) (such recommendationCYTO Organizational Documents, the “Company Board Recommendation”) and such recommendation is CYTO Stockholder Written Consent has not required to be conditioned on works council consultation been withdrawn, terminated, rescinded, amended or approvalotherwise modified, in whole or in part. As of the date of this Agreement, none such approvals, consents, determinations, declarations, resolutions and directions are valid and have not been amended or withdrawn. No other corporate proceeding on the part of CYTO is necessary to authorize or adopt this Agreement and each other CYTO Transaction Document, or to consummate the Merger and the Contemplated Transactions (except for the filing of the aforesaid actions appropriate Merger documents as required by applicable Law). As of the Company Board date of this Agreement, CYTO has been amendedduly executed and delivered this Agreement and each other CYTO Transaction Document that, rescinded by its terms, contemplates being executed and delivered as of the date of this Agreement and, as of the Closing, CYTO has duly executed and delivered each other CYTO Transaction Document that by, such document’s terms, contemplates being executed and delivered on or modifiedbefore Closing, and, assuming the due authorization, execution and delivery by CBLI and Merger Sub, this Agreement and each other CYTO Transaction Document constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.

Authorization; Valid and Binding Agreement. (a) The execution, delivery Keryx has all requisite corporate power and performance by the Company of authority to execute and deliver this Agreement, to perform its obligations hereunder and the consummation by the Company and its applicable Subsidiaries of the Signing Transactions, including the Offer, the Compulsory Acquisition, the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers of the Company and its applicable Subsidiaries and have been duly and validly authorized by all necessary corporate action on the part of the Company and its Subsidiaries and, except as contemplated by Section 5.10, no other corporate proceedings on the part of the Company or such Subsidiaries and, except for the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii), no shareholder votes are necessary to authorize this Agreement or to consummate the Signing Merger and the Contemplated Transactions. This Agreement has been duly executed , subject, in the case of the Merger, to the receipt of the affirmative vote of a majority of the issued and delivered by outstanding Keryx Shares entitled to vote thereon in favor of the Company and, assuming due authorization, execution and delivery hereof by Parent and Buyer, adoption of this Agreement constitutes a legal, valid and binding obligation approval of the Company, enforceable against Merger (the Company in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Company “Keryx Shareholder Approval”). The Keryx Board has unanimously (i) determined that this Agreement and the Signing Transactions are in the best interests of the Company, its business and its shareholders, employees and other relevant stakeholders, (ii) approved and adopted this Agreement (including the execution, delivery and performance thereofof this Agreement, (ii) determined that the terms of this Agreement, the Merger and approved the Signing Contemplated Transactions are fair to, and in the best interests of, Keryx and its shareholders, (iii) resolved, on the terms declared this Agreement advisable and subject to the conditions set forth in this Agreement, including Section 5.3, to support the Offer and the other Signing Transactions and (iv) resolved to recommend acceptance of that the Offer by Keryx Shareholders adopt this Agreement (the shareholders of “Keryx Recommendation”). The Keryx Board has directed that Keryx submit the Company and to recommend approval and adoption of this Agreement to a vote at the matters set forth in Section 2.4(a) (such recommendation, the “Company Board Recommendation”) and such recommendation is not required to be conditioned on works council consultation or approvalKeryx Shareholders’ Meeting. As of the date of this Agreement, none such approvals, determinations, declarations, resolutions and directions are valid and have not been amended or withdrawn. Assuming the accuracy of the aforesaid actions representations and warranties in Section 3.23, to the Knowledge of Keryx, no Takeover Law applies to this Agreement or the Contemplated Transactions. Except for the Keryx Shareholder Approval, no other corporate proceeding, including pursuant to the Laws of the State of Delaware or the listing standards of the NASDAQ Global Market, on the part of Keryx is necessary to authorize or adopt this Agreement or to consummate the Merger and the Contemplated Transactions (except for the filing of the appropriate merger documents as required by applicable Law). Keryx has duly executed and delivered this Agreement and, assuming the Company Board has been amendeddue authorization, rescinded execution and delivery by Akebia and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or modifiedsimilar laws affecting creditors’ rights generally and by general principles of equity.

Authorization; Valid and Binding Agreement. CBLI and Merger Sub have all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party (a) The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company and its applicable Subsidiaries of the Signing Transactions, including the Offer, the Compulsory Acquisition, the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers of the Company and its applicable Subsidiaries and have been duly and validly authorized by all necessary corporate action on the part of the Company and its Subsidiaries and, except as contemplated by Section 5.10, no other corporate proceedings on the part of the Company or such Subsidiaries and, except for the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii“CBLI Transaction Documents”), no shareholder votes are necessary to authorize this Agreement or perform their respective obligations hereunder and thereunder and to consummate the Signing Merger and the Contemplated Transactions. This Agreement has been duly executed and delivered by , subject, in the Company case of the Merger, to the receipt of the affirmative vote of a majority of the shares of CBLI Common Stock cast at the CBLI Stockholders’ Meeting in favor of the issuance of shares of CBLI Common Stock in connection with the Merger and, assuming due authorizationif applicable, execution and delivery hereof by Parent and Buyer, this Agreement constitutes a legal, valid and binding obligation in favor of an amendment to CBLI’s certificate of incorporation to effect the Company, enforceable against CBLI Forward Stock Split (the Company in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Company “CBLI Stockholder Approval”). The CBLI Board has unanimously (i) determined that this Agreement and the Signing Transactions are in the best interests of the Company, its business and its shareholders, employees and other relevant stakeholders, (ii) approved and adopted this Agreement (including the execution, delivery and performance thereofof this Agreement, and each other CBLI Transaction Document to which it is party, (ii) determined that the terms of this Agreement, and each other CBLI Transaction Document, the Merger and the Contemplated Transactions are fair to, and in the best interests of, CBLI and the CBLI Stockholders, (iii) declared this Agreement and each other CBLI Transaction Document to which it is party advisable and (iv) resolved to recommend that the CBLI Stockholders approve the issuance of shares in connection with the Merger and the Contemplated Transactions. The Merger Sub Board has unanimously (i) approved the Signing execution, delivery and performance of this Agreement, and each other CBLI Transaction Document to which it is a party, (ii) determined that the terms of this Agreement, and each other CBLI Transaction Document to which it is a party, the Merger and the Contemplated Transactions are fair to, and in the best interests of, Merger Sub and CBLI (as Merger Sub’s sole stockholder) and (iii) resolved, on declared this Agreement and each other CBLI Transaction Document advisable and (iv) resolved to recommend that the terms and subject to CBLI (as Merger Sub’s sole stockholder) approve the conditions set forth in this Agreement, including Section 5.3, to support the Offer Merger and the other Signing Transactions and to recommend acceptance Contemplated Transactions. The CBLI Board has directed that CBLI submit the issuance of the Offer by shares of CBLI Common Stock in connection with the shareholders of Merger and the Company and Contemplated Transactions to recommend approval and adoption of a vote at the matters set forth in Section 2.4(a) (such recommendation, CBLI Stockholders’ Meeting as promptly as practicable following the “Company Board Recommendation”) and such recommendation is not required to be conditioned on works council consultation or approvaldate hereof. As of the date of this Agreement, none such approvals, determinations, declarations, resolutions and directions are valid and have not been amended or withdrawn. Except for the CBLI Stockholder Approval, no other corporate proceeding, on the part of CBLI or Merger Sub is necessary to authorize or adopt this Agreement and each other CBLI Transaction Document or to consummate the Merger and the Contemplated Transactions (except for the filing of the aforesaid actions appropriate Merger documents as required by applicable Law). As of the Company Board date of this Agreement, each of CBLI and Merger Sub has been amendedduly executed and delivered this Agreement and each other CBLI Transaction Document that, rescinded by its terms, contemplates being executed and delivered as of the date of this Agreement and, as of the Closing, each of CBLI and Merger Sub has duly executed and delivered each other CBLI Transaction Document that, by such document’s terms, contemplates being executed and delivered on or modifiedbefore the Closing, and, assuming the due authorization, execution and delivery by CYTO, this Agreement and each other such CBLI Transaction Document constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

Authorization; Valid and Binding Agreement. (a) The executionCompany has the requisite corporate power and authority to execute and deliver this Agreement and, delivery subject to obtaining Company Stockholder Approval (if and performance to the extent required by applicable Law), to perform its obligations hereunder and to consummate, on the Company terms and subject to the conditions of this Agreement, the transactions contemplated hereby. This Agreement and the consummation by the Company and its applicable Subsidiaries of the Signing Transactions, including transactions contemplated hereby have been duly authorized by (a) the Offer, Company Board and (b) all of the Compulsory Acquisition, the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers Disinterested Directors (as defined in Article 7 of the Company and its applicable Subsidiaries and have been duly and validly authorized by all necessary corporate action Certificate) on the part Company Board in accordance with Article 7 of the Company Certificate and its Subsidiaries and, except as contemplated by Section 5.10, no other corporate proceedings on the part of the Company or such Subsidiaries and, except for the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii), no shareholder votes are necessary to authorize this Agreement or to consummate the Signing Transactionstransactions contemplated hereby (other than, with respect to the Merger, the Company Stockholder Approval (if and to the extent required by applicable Law), and the filing and recordation of the Certificate of Merger and other documents as required by the DGCL). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution that this Agreement constitutes the valid and delivery hereof by binding obligation of Parent and BuyerMerger Sub enforceable against each of Parent and Merger Sub in accordance with its terms, this Agreement constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to the Enforceability Exceptionscreditors’ rights generally, and (b) general principles of equity. (b) At The Company Board, at a meeting duly called and held, held prior to the execution of this Agreement at which all directors of the Company Board were present, unanimously (i) determined that this Agreement and the Signing Transactions transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to, and in the best interests of, the Company and the Company’s stockholders, (ii) adopted and approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) directed that the adoption of this Agreement be submitted to the Stockholders Meeting as promptly as practicable after the Offer Closing (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated pursuant to Section 3.9); and (iv) resolved to make the Company Board Recommendation to the stockholders of the Company, its business which actions and its shareholdersresolutions have not, employees and other relevant stakeholders, (ii) approved and adopted this Agreement (including the execution, delivery and performance thereof) and approved the Signing Transactions and (iii) resolved, on the terms and subject to the conditions set forth in this Agreement, including Section 5.3, to support the Offer and the other Signing Transactions and to recommend acceptance of the Offer by the shareholders of the Company and to recommend approval and adoption of the matters set forth in Section 2.4(a) (such recommendation, the “Company Board Recommendation”) and such recommendation is not required to be conditioned on works council consultation or approval. As as of the date of this Agreementhereof, none of the aforesaid actions by the Company Board has been amendedsubsequently rescinded, rescinded modified or modifiedwithdrawn in any way.

Authorization; Valid and Binding Agreement. (a) The execution, delivery Akebia and performance by the Company of Merger Sub have all requisite corporate power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and the consummation by the Company and its applicable Subsidiaries of the Signing Transactions, including the Offer, the Compulsory Acquisition, the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers of the Company and its applicable Subsidiaries and have been duly and validly authorized by all necessary corporate action on the part of the Company and its Subsidiaries and, except as contemplated by Section 5.10, no other corporate proceedings on the part of the Company or such Subsidiaries and, except for the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii), no shareholder votes are necessary to authorize this Agreement or to consummate the Signing Merger and the Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Parent and Buyer, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to obtaining the Enforceability Exceptions. affirmative vote of the majority of Akebia Shares cast at the Akebia Shareholders’ Meeting in favor of the issuance of Akebia Shares in connection with the Merger (b) At a meeting duly called the “Akebia Shareholder Approval”). Each of the Akebia Board and held, the Company Merger Sub Board has unanimously (i) determined that this Agreement and the Signing Transactions are in the best interests of the Company, its business and its shareholders, employees and other relevant stakeholders, (ii) approved and adopted this Agreement (including the execution, delivery and performance thereofof this Agreement, (ii) determined that the terms of this Agreement, the Merger and approved the Signing Contemplated Transactions are fair to, and in the best interests of, Akebia and its shareholders, (iii) resolved, on declared this Agreement advisable and (iv) resolved to recommend that the terms and subject to Akebia Shareholders approve the conditions set forth issuance of shares in this Agreement, including Section 5.3, to support connection with the Offer Merger and the other Signing Transactions and to recommend acceptance Contemplated Transactions. The Akebia Board has directed that Akebia submit the issuance of the Offer by Akebia Shares in connection with the shareholders of Merger and the Company and Contemplated Transactions to recommend approval and adoption of a vote at the matters set forth in Section 2.4(a) (such recommendation, the “Company Board Recommendation”) and such recommendation is not required to be conditioned on works council consultation or approvalAkebia Shareholders’ Meeting. As of the date of this Agreement, none such approvals, determinations, declarations, resolutions and directions are valid and have not been amended or withdrawn. Assuming the accuracy of the aforesaid actions representations and warranties in Section 2.23, to the Knowledge of Akebia, no Takeover Law applies to this Agreement or the Contemplated Transactions. Except for the Akebia Shareholder Approval, no other corporate proceeding, including pursuant to the Laws of the State of Delaware or the listing standards of the NASDAQ Global Market, on the part of Akebia or Merger Sub is necessary to authorize or adopt this Agreement or to consummate the Merger and the Contemplated Transactions (except for the filing of the appropriate merger documents as required by applicable Law). Each of Akebia and Merger Sub has duly executed and delivered this Agreement and, assuming the Company Board has been amendeddue authorization, rescinded execution and delivery by Keryx, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or modifiedsimilar laws affecting creditors’ rights generally and by general principles of equity.

Authorization; Valid and Binding Agreement. (a) The Company possesses all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to consummate the transactions contemplated hereunder and thereunder. All corporate actions and proceedings required to be taken by or on the part of the Company to authorize and permit the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other Transaction Documents to which the Company and its applicable Subsidiaries of the Signing Transactions, including the Offer, the Compulsory Acquisition, the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers of the Company and its applicable Subsidiaries and is to be a party have been duly and validly authorized by all necessary corporate action on the part of the Company and its Subsidiaries and, except as contemplated by Section 5.10, no other corporate proceedings on the part of the Company or such Subsidiaries and, except for the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii), no shareholder votes are necessary to authorize this Agreement or to consummate the Signing Transactionsproperly taken. This Agreement has been, and each other Transaction Document to which the Company is a party has been duly executed and delivered by the Company. This Agreement constitutes, and each other Transaction Document to which the Company andis a party constitutes, assuming due authorizationwhen so duly executed and delivered, execution and delivery hereof by Parent and Buyer, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, in each case subject to the Enforceability Exceptionseffect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Legal Requirements affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) At The board of directors of the Company (at a meeting duly called and held, the Company Board ) has unanimously (i) determined that this Agreement and the Signing Transactions are in other Transaction Documents to which the best interests of Company is a party and the Companytransactions contemplated hereby and thereby, its business and its shareholders, employees and other relevant stakeholders, (ii) approved and adopted this Agreement (including the executionMergers, delivery in accordance with the DGCL and performance thereof) and approved the Signing Transactions and (iii) resolvedDelaware Act, on the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company in accordance with the DGCL and the Delaware Act and (ii) approved this Agreement, including Section 5.3, to support the Offer Agreement and the other Signing Transactions Transaction Documents to which the Company is a party, the execution, delivery and performance of this Agreement and the other Transaction Documents to recommend acceptance which the Company is a party and the consummation of the Offer by transactions contemplated hereby and thereby, including the shareholders of Mergers, on the Company terms and subject to recommend approval and adoption of the matters conditions set forth herein and in Section 2.4(a) (such recommendation, accordance with the “Company Board Recommendation”) DGCL and such recommendation is not required to be conditioned on works council consultation or approval. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedDelaware Act.

Authorization; Valid and Binding Agreement. (a) The executionCompany has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate, delivery on the terms and performance subject to the conditions of this Agreement and the other Transaction Documents, the transactions contemplated hereby and thereby, subject in the case of the consummation of the Merger to the approval of this Agreement by the Company holders of this Agreement, and the consummation by the Company and its applicable Subsidiaries a majority of the Signing Transactions, including outstanding shares of Company Common Stock on the Offer, record date for the Compulsory Acquisition, Shareholders’ Meeting (the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers of the “Company and its applicable Subsidiaries and have been duly and validly authorized by all necessary Shareholder Approval”). All corporate action on the part of the Company Company, its officers, directors and its Subsidiaries andshareholders necessary for the authorization, except as contemplated by Section 5.10, no execution and delivery of this Agreement and the other corporate proceedings on Transaction Documents to which it is a party and the part performance of all obligations of the Company or such Subsidiaries andhereunder and thereunder has been taken, except for subject only to obtaining the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii), no shareholder votes are necessary to authorize this Agreement or to consummate the Signing TransactionsCompany Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution that this Agreement is a valid and delivery hereof by binding obligation of Parent and BuyerMerger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the Enforceability Exceptionsavailability of specific performance and other equitable remedies. (b) At a meeting duly called and heldAs of the date of this Agreement, the Company Board unanimously has unanimously: (i) determined that this Agreement and the Signing Transactions transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of of, the Company, its business Company and its shareholders, employees and other relevant stakeholders, ; (ii) approved and adopted this Agreement (and the other Transaction Documents and the transactions contemplated hereby and thereby, including the executionMerger, delivery and the performance thereof) by the Company of its covenants and approved the Signing Transactions and obligations hereunder; (iii) resolved, on recommended that the terms and subject to the conditions set forth Company’s shareholders vote in this Agreement, including Section 5.3, to support the Offer and the other Signing Transactions and to recommend acceptance favor of the Offer by the shareholders of the Company and to recommend approval and adoption of this Agreement and the matters set forth in Section 2.4(a) Merger at the Shareholders’ Meeting (such recommendation, the “Company Board Recommendation”); and (iv) and such recommendation is not required directed that this Agreement be submitted to be conditioned on works council consultation or the Company’s shareholders for their approval. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authorization; Valid and Binding Agreement. (a) The Each of Seller and any of its Affiliates party to any Transaction Documents or any transaction contemplated hereby possesses all requisite corporate or limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereunder and thereunder. All corporate or limited liability company actions and proceedings required to be taken by or on the part of Seller or any such Affiliate to authorize and permit the execution, delivery and performance by the Company Seller of this Agreement, Agreement or any transaction contemplated hereby and the consummation by the Company Seller and its applicable Subsidiaries or any such Affiliate of the Signing Transactions, including the Offer, the Compulsory Acquisition, the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers of the Company and its applicable Subsidiaries and other Transaction Documents to which it is a party have been duly and validly authorized by all necessary corporate action on the part of the Company and its Subsidiaries and, except as contemplated by Section 5.10, no other corporate proceedings on the part of the Company or such Subsidiaries and, except for the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii), no shareholder votes are necessary to authorize this Agreement or to consummate the Signing Transactionsproperly taken. This Agreement has been been, and each other Transaction Document to which Seller or any such Affiliate is a party has been, duly executed and delivered by the Company andSeller and each such Affiliate of Seller. This Agreement constitutes, assuming due authorizationand each other Transaction Document to which Seller or its Affiliates is a party constitutes when so duly executed and delivered, execution and delivery hereof by Parent and Buyer, this Agreement constitutes a legal, valid and binding obligation of the CompanySeller and each such Affiliate, enforceable against the Company Seller and each such Affiliate in accordance with its terms, in each case subject to the Enforceability Exceptionseffect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Legal Requirements affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) At a meeting duly called and held, the Company Board unanimously Seller’s manager has (i) determined that this Agreement and the Signing Transactions are in other Transaction Documents to which Seller is a party and the best interests of the Companytransactions contemplated hereby and thereby, its business and its shareholders, employees and other relevant stakeholders, (ii) approved and adopted this Agreement (including the executionMergers, delivery in accordance with the DGCL and performance thereof) and approved the Signing Transactions and (iii) resolvedDelaware Act, on the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of Seller in accordance with the DGCL and the Delaware Act, and (ii) approved this Agreement, including Section 5.3, to support the Offer Agreement and the other Signing Transactions Transaction Documents to which Seller is a party, the execution, delivery and performance of this Agreement and the other Transaction Documents to recommend acceptance which Seller is a party and the consummation of the Offer by transactions contemplated hereby and thereby, including the shareholders of Mergers, on the Company terms and subject to recommend approval and adoption of the matters conditions set forth herein and in Section 2.4(a) (such recommendation, accordance with the “Company Board Recommendation”) DGCL and such recommendation is not required to be conditioned on works council consultation or approval. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modifiedDelaware Act.

Authorization; Valid and Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, assuming the Merger is effected in accordance with Section 251(h) of the DGCL, consummate the Merger. The Company Board has, at a meeting duly called and held, unanimously (a) The executiondetermined that this Agreement and the Contemplated Transactions are fair to, delivery and performance by in the best interests of, the Company and the holders of the Shares, (b) declared it advisable to enter into this Agreement, (c) approved the execution and delivery of this Agreement and the consummation by the Company and its applicable Subsidiaries performance of the Signing Company’s obligations hereunder, (d) resolved that the Merger shall be effected pursuant to Section 251(h) of the DGCL and (e) resolved to recommend that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation”) and (g) to the extent necessary, adopted a resolution having the effect of causing this Agreement and the Contemplated Transactions not to be subject to any Takeover Statute that might otherwise apply to the Contemplated Transactions, including which actions have not been rescinded, modified or withdrawn. Such actions are valid and have not been amended or withdrawn. No other corporate action pursuant to the Offer, the Compulsory Acquisition, the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers Laws of the Company and its applicable Subsidiaries and have been duly and validly authorized by all necessary corporate action State of Delaware, on the part of the Company, is necessary to authorize this Agreement. The Company has duly executed and its Subsidiaries delivered this Agreement and, assuming the due authorization, execution and delivery by Purchaser and Parent, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as contemplated enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity. Assuming the Contemplated Transactions are consummated in accordance with Section 5.10251(h) of the DGCL, no other corporate proceedings on the part of the Company stockholder votes or such Subsidiaries and, except for the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii), no shareholder votes consents are necessary to authorize this Agreement or to consummate the Signing Contemplated Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Parent and Buyer, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the Signing Transactions are in the best interests of the Company, its business and its shareholders, employees and other relevant stakeholders, (ii) approved and adopted this Agreement (including the execution, delivery and performance thereof) and approved the Signing Transactions and (iii) resolved, on the terms and subject to the conditions set forth in this Agreement, including Section 5.3, to support the Offer and the other Signing Transactions and to recommend acceptance of the Offer by the shareholders of the Company and to recommend approval and adoption of the matters set forth in Section 2.4(a) (such recommendation, the “Company Board Recommendation”) and such recommendation is not required to be conditioned on works council consultation or approval. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been amended, rescinded or modified.

Authorization; Valid and Binding Agreement. (a) The executionCompany has the requisite corporate power and authority to execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and, delivery subject to obtaining Company Stockholder Approval (if and performance to the extent required by applicable Law), to perform its obligations hereunder and to consummate, on the Company terms and subject to the conditions of this Agreement, the transactions contemplated hereby. This Agreement and the consummation by the Company and its applicable Subsidiaries of the Signing Transactions, including the Offer, the Compulsory Acquisition, the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers of the Company and its applicable Subsidiaries and transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company Board and its Subsidiaries and, except as contemplated by Section 5.10, no other corporate proceedings on the part of the Company or such Subsidiaries and, except for the approvals to be sought at the EGM as described in Section 2.4(a)(i)-(viii), no shareholder votes are necessary to authorize this Agreement or to consummate the Signing Transactionstransactions contemplated hereby (other than, with respect to the Merger, the Company Stockholder Approval (if and to the extent required by applicable Law), and the filing and recordation of the Articles of Merger and other documents as required by the PBCL). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution that this Agreement constitutes the valid and delivery hereof by binding obligation of Parent and BuyerMerger Sub enforceable against each of Parent and Merger Sub in accordance with its terms, this Agreement constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject except that such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to the Enforceability Exceptionscreditors’ rights generally, and (ii) general principles of equity. (b) At The Company Board, at a meeting duly called and held, held prior to the execution of this Agreement at which all directors of the Company Board were present, unanimously (i) determined that this Agreement and the Signing Transactions transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to, and in the best interests of, the Company and the Company’s stockholders, (ii) adopted and approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) directed that the adoption of this Agreement be submitted to the Stockholders Meeting as promptly as practicable after the Offer Closing (unless the Merger is consummated in accordance with Section 1924(b)(1)(ii) of the PBCL as contemplated pursuant to Section 3.9), (iv) resolved to make the Company Board Recommendation to the stockholders of the Company, its business and its shareholders, employees and other relevant stakeholders, (iiv) approved and adopted this Agreement authorized the Top-Up Option (including the execution, delivery and performance consideration to be paid upon exercise thereof) and approved the Signing Transactions and (iii) resolved, on the terms and subject to the conditions set forth in this Agreement, including Section 5.3, to support the Offer and the other Signing Transactions and to recommend acceptance issuance of the Offer by the shareholders of the Company Top-Up Shares thereunder; which actions and to recommend approval and adoption of the matters set forth in Section 2.4(a) (such recommendationresolutions have not, the “Company Board Recommendation”) and such recommendation is not required to be conditioned on works council consultation or approval. As as of the date of this Agreementhereof, none of the aforesaid actions by the Company Board has been amendedsubsequently rescinded, rescinded modified or modifiedwithdrawn in any way.