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

Authorization; Valid and Binding Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate, on the terms and subject to the conditions of this Agreement, the transactions contemplated by this Agreement, including obtaining the Stockholder Approval, if necessary. This Agreement has been duly executed and delivered by the Company and assuming that this Agreement is a valid and binding obligation of Parent and Merger Sub, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The Company’s Board of Directors, at a meeting duly called and held prior to the execution of this Agreement at which all directors of the Company were present (other than one recused director), unanimously (other than one recused director) (i) declared that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved and declared advisable 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 (unless the Merger is consummated in accordance with Section 253 of the DGCL), and (iv) resolved to make the Board Recommendation, which actions and resolutions have not, as of the date hereof, been subsequently rescinded, modified or withdrawn in any way.

Authorization; Valid and Binding Agreement. The Company (a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each other certificate, agreement, document and instrument to be executed and delivered by the 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 of this Agreementhereof 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). All corporate action on the part of Parent, including obtaining its officers, directors and stockholders necessary for the Stockholder Approvalauthorization, if necessaryexecution and delivery of this Agreement and each of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been taken, subject only 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). 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 assuming that this delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement is 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 SubSub and, this Agreement constitutes a valid assuming due authorization, execution and binding obligation of delivery by the Company, will be enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy lawsLaws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The Company’s As of the date of this Agreement, the Board of DirectorsDirectors of each of Parent and Merger Sub has approved, at a meeting duly called adopted and held prior to declared advisable the execution execution, delivery and performance of this Agreement at which all directors and consummation by each of the Company were present (other than one recused director), unanimously (other than one recused director) (i) declared that this Agreement Parent and Merger Sub of the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved and declared advisable by 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 (unless the Merger is consummated in accordance with Section 253 of the DGCL), and (iv) resolved to make the Board Recommendation, which actions and resolutions have not, as of the date hereof, been subsequently rescinded, modified or withdrawn in any wayAgreement.

Authorization; Valid and Binding Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each other certificate, agreement, document and 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 of this Agreementhereof 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 the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Stockholders’ Meeting (the “Company Stockholder Approval”). All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this AgreementAgreement and each of the Company Transaction Documents and the performance of all obligations of the Company hereunder and thereunder has been taken, including subject only to obtaining the Company Stockholder Approval, if necessary. 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 assuming that this delivered hereafter, each such Company Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement is 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 valid and binding obligation of Parent and Merger Sublegal, this Agreement constitutes a valid and binding obligation of the CompanyCompany and, assuming due authorization, execution and delivery by Parent and Merger Sub, will be enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy lawsLaws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The Company’s As of the date of this Agreement, the Board of Directors, at a meeting duly called and held prior to the execution of this Agreement at which all directors Directors of the Company were present (other than one recused director)Company, subject to Section 6.2, has unanimously (other than one recused director) (i) declared that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) directed recommended that the adoption of Company’s stockholders adopt this Agreement be submitted to (the Stockholders’ Meeting (unless the Merger is consummated in accordance with Section 253 of the DGCL), and (iv) resolved to make the “Board Recommendation, which actions and resolutions have not, as of the date hereof, been subsequently rescinded, modified or withdrawn in any way”).

Authorization; Valid and Binding Agreement. The Company CYTO has all necessary requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party (the “CYTO Transaction Documents”), to perform its obligations hereunder and thereunder, and to consummateconsummate the Merger and the Contemplated Transactions. The CYTO Board has unanimously (i) approved the execution, on delivery and performance of this Agreement and each other CYTO Transaction Document, (ii) determined that the terms of this Agreement and subject each other CYTO Transaction Document, the Merger and the Contemplated Transactions are fair to, and in the best interests of, CYTO and the CYTO Stockholders, (iii) declared this Agreement and each other CYTO Transaction Document advisable and (iv) recommended that the CYTO Stockholders adopt this Agreement. The CYTO Stockholders have duly executed and delivered to the conditions Secretary of CYTO the CYTO Stockholder Written Consent, in form and substance reasonably acceptable to CBLI, sufficient to obtain the Required CYTO Stockholder Approval and approve the Agreement, the Merger and the Contemplated Transactions under the DGCL and the CYTO Organizational Documents, and such CYTO Stockholder Written Consent has not been withdrawn, terminated, rescinded, amended or otherwise modified, in whole or in part. As of the date of this Agreement, such approvals, consents, determinations, declarations, resolutions and directions are valid and have not been amended or withdrawn. No other corporate proceeding on the transactions contemplated 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 appropriate Merger documents as required by applicable Law). As of the date of this Agreement, including obtaining the Stockholder Approval, if necessary. This Agreement CYTO has been duly executed and delivered by the Company and assuming that this Agreement is a valid and binding obligation each other CYTO Transaction Document that, by its terms, contemplates being executed and delivered as of Parent 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 before Closing, and, assuming the due authorization, execution and delivery by CBLI and Merger Sub, this Agreement and each other CYTO Transaction Document constitutes a its legal, valid and binding obligation of the Companyobligation, enforceable against it in accordance with its terms, terms except as enforceability enforcement may be limited by bankruptcy lawsbankruptcy, other insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity affecting the availability of specific performance and other equitable remedies. The Company’s Board of Directors, at a meeting duly called and held prior to the execution of this Agreement at which all directors of the Company were present (other than one recused director), unanimously (other than one recused director) (i) declared that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved and declared advisable 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 (unless the Merger is consummated in accordance with Section 253 of the DGCL), and (iv) resolved to make the Board Recommendation, which actions and resolutions have not, as of the date hereof, been subsequently rescinded, modified or withdrawn in any wayequity.

Authorization; Valid and Binding Agreement. The Company Keryx has all necessary requisite corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummateconsummate the Merger and the Contemplated Transactions, on subject, in the case of the Merger, to the receipt of the affirmative vote of a majority of the issued and outstanding Keryx Shares entitled to vote thereon in favor of the adoption of this Agreement and approval of the Merger (the “Keryx Shareholder Approval”). The Keryx Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that the terms and subject to the conditions of this Agreement, the transactions contemplated by Merger and the Contemplated Transactions are fair to, and in the best interests of, Keryx and its shareholders, (iii) declared this Agreement advisable and (iv) resolved to recommend that the Keryx Shareholders adopt this Agreement (the “Keryx Recommendation”). The Keryx Board has directed that Keryx submit the adoption of this Agreement to a vote at the Keryx Shareholders’ Meeting. As of the date of this Agreement, including obtaining such approvals, determinations, declarations, resolutions and directions are valid and have not been amended or withdrawn. Assuming the Stockholder accuracy of the 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, if necessaryno 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). This Agreement Keryx has been duly executed and delivered by the Company and assuming that this Agreement is a valid and, assuming the due authorization, execution and binding obligation of Parent delivery by Akebia and Merger Sub, this Agreement constitutes a its legal, valid and binding obligation of the Companyobligation, enforceable against it in accordance with its terms, terms except as enforceability enforcement may be limited by bankruptcy lawsbankruptcy, other insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity affecting the availability of specific performance and other equitable remedies. The Company’s Board of Directors, at a meeting duly called and held prior to the execution of this Agreement at which all directors of the Company were present (other than one recused director), unanimously (other than one recused director) (i) declared that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved and declared advisable 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 (unless the Merger is consummated in accordance with Section 253 of the DGCL), and (iv) resolved to make the Board Recommendation, which actions and resolutions have not, as of the date hereof, been subsequently rescinded, modified or withdrawn in any wayequity.

Authorization; Valid and Binding Agreement. The Company Seller has all necessary corporate requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is party, to perform its obligations hereunder and thereunder and to consummateconsummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Seller is party have been duly authorized, and this Agreement has been and, as of the Closing, the Ancillary Agreements to which Seller is party will be, duly executed and delivered by Seller, and no other action on the terms part of Seller is necessary to authorize the execution and subject to the conditions delivery of this AgreementAgreement and the Ancillary Agreements to which Seller is party, the performance by Seller of its obligations hereunder and thereunder or the consummation by Seller of the transactions contemplated by this Agreement, including obtaining Agreement and the Stockholder Approval, if necessaryAncillary Agreements. This Agreement has been duly executed and delivered by the Company and assuming Assuming that (a) this Agreement is a valid and binding obligation of Parent Buyer and Merger Sub(b) the Ancillary Agreements will be valid and binding obligations of the parties thereto (other than Seller and the Company) as of the Closing, this Agreement constitutes a constitutes, and the Ancillary Agreements to which Seller is party will constitute as of the Closing, valid and binding obligation obligations of the CompanySeller, enforceable in accordance with its their terms, except as enforceability may be limited by bankruptcy laws(i) the effect of any Legal Requirement of general application relating to bankruptcy, other reorganization, insolvency, moratorium or similar laws Legal Requirements affecting creditors’ rights and relief of debtors generally, and (ii) the effect of Legal Requirements and general principles of equity affecting the availability of governing specific performance performance, injunctive relief and other equitable remedies. The Company’s Board remedies (regardless of Directorswhether such enforceability is considered in a proceeding in equity or at law, at a meeting duly called and held prior to the execution of this Agreement at which all directors of the Company were present (other than one recused director“Enforceability Exceptions”), unanimously (other than one recused director) (i) declared that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved and declared advisable 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 (unless the Merger is consummated in accordance with Section 253 of the DGCL), and (iv) resolved to make the Board Recommendation, which actions and resolutions have not, as of the date hereof, been subsequently rescinded, modified or withdrawn in any way.

Authorization; Valid and Binding Agreement. The Company has Akebia and Merger Sub have all necessary requisite corporate power and authority to execute and deliver this Agreement and Agreement, to perform its their respective obligations hereunder and to consummateconsummate the Merger and the Contemplated Transactions, on subject to obtaining the 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 (the “Akebia Shareholder Approval”). Each of the Akebia Board and the Merger Sub Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that the terms and subject to the conditions of this Agreement, the transactions contemplated by Merger and the Contemplated Transactions are fair to, and in the best interests of, Akebia and its shareholders, (iii) declared this Agreement advisable and (iv) resolved to recommend that the Akebia Shareholders approve the issuance of shares in connection with the Merger and the Contemplated Transactions. The Akebia Board has directed that Akebia submit the issuance of the Akebia Shares in connection with the Merger and the Contemplated Transactions to a vote at the Akebia Shareholders’ Meeting. As of the date of this Agreement, including obtaining such approvals, determinations, declarations, resolutions and directions are valid and have not been amended or withdrawn. Assuming the Stockholder accuracy of the 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, if necessaryno 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). This Agreement Each of Akebia and Merger Sub has been duly executed and delivered by the Company and assuming that this Agreement is a valid and, assuming the due authorization, execution and binding obligation of Parent and Merger Subdelivery by Keryx, this Agreement constitutes a its legal, valid and binding obligation of the Companyobligation, enforceable against it in accordance with its terms, terms except as enforceability enforcement may be limited by bankruptcy lawsbankruptcy, other insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity affecting the availability of specific performance and other equitable remedies. The Company’s Board of Directors, at a meeting duly called and held prior to the execution of this Agreement at which all directors of the Company were present (other than one recused director), unanimously (other than one recused director) (i) declared that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved and declared advisable 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 (unless the Merger is consummated in accordance with Section 253 of the DGCL), and (iv) resolved to make the Board Recommendation, which actions and resolutions have not, as of the date hereof, been subsequently rescinded, modified or withdrawn in any wayequity.

Authorization; Valid and Binding Agreement. The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummateand, on assuming the terms and subject to the conditions of this Agreement, the transactions contemplated by this Agreement, including obtaining the Stockholder Approval, if necessary. This Agreement has been duly executed and delivered by the Company and assuming that this Agreement Merger is a valid and binding obligation of Parent and Merger Sub, this Agreement constitutes a valid and binding obligation of the Company, enforceable effected in accordance with its termsSection 251(h) of the DGCL, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting consummate the availability of specific performance and other equitable remediesMerger. The Company’s Company Board of Directorshas, at a meeting duly called and held prior to the execution of this Agreement at which all directors of the Company were present (other than one recused director)held, unanimously (other than one recused directora) (i) declared determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, Contemplated Transactions are fair to to, and in the best interests of of, the Company and the Company’s stockholdersholders of the Shares, (iib) declared it advisable to enter into this Agreement, (c) approved the execution and declared advisable delivery of this Agreement and the transactions contemplated herebyperformance of the Company’s obligations hereunder, including (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 MergerOffer (the “Company Board Recommendation”) and (g) to the extent necessary, (iii) directed that adopted a resolution having the adoption effect of causing this Agreement and the Contemplated Transactions not to be submitted subject to any Takeover Statute that might otherwise apply to the StockholdersContemplated Transactions, 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 Laws of the State of Delaware, on the part of the Company, is necessary to authorize this Agreement. The Company has duly executed and 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 enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ Meeting (unless rights generally and by general principles of equity. Assuming the Merger is Contemplated Transactions are consummated in accordance with Section 253 251(h) of the DGCL), and (iv) resolved no stockholder votes or consents are necessary to make authorize this Agreement or to consummate the Board Recommendation, which actions and resolutions have not, as of the date hereof, been subsequently rescinded, modified or withdrawn in any wayContemplated Transactions.

Authorization; Valid and Binding Agreement. The Company This Agreement and the Ancillary Agreements to which such Seller is party have been duly authorized, and this Agreement has all been and, as of the Closing, the Ancillary Agreements to which such Seller is party will be, duly executed and delivered by such Seller, and no other action on the part of such Seller is necessary corporate power to authorize the execution and authority to execute and deliver delivery of this Agreement and the Ancillary Agreements to perform which such Seller is party, the performance by such Seller of its obligations hereunder and to consummate, on thereunder or the terms and subject to the conditions consummation by such Seller of this Agreement, the transactions contemplated by this Agreement, including obtaining Agreement and the Stockholder Approval, if necessaryAncillary Agreements. This Agreement has been duly executed and delivered by the Company and assuming Assuming that (a) this Agreement is a valid and binding obligation of Parent Buyer and Merger Sub(b) the Ancillary Agreements will be valid and binding obligations of the parties thereto (other than such Seller and the Company) as of the Closing, this Agreement constitutes a constitutes, and the Ancillary Agreements to which such Seller is party will constitute as of the Closing, legal, valid and binding obligation obligations of the Companysuch Seller, enforceable in accordance with its their terms, except as enforceability may be limited by bankruptcy laws(i) the effect of any Legal Requirement of general application relating to bankruptcy, other reorganization, insolvency, moratorium or similar laws Legal Requirements affecting creditors’ rights and relief of debtors generally, and (ii) the effect of Legal Requirements and general principles of equity affecting the availability of governing specific performance performance, injunctive relief and other equitable remedies. The Company’s Board remedies (regardless of Directorswhether such enforceability is considered in a proceeding in equity or at law, at a meeting duly called and held prior to the execution of this Agreement at which all directors of the Company were present (other than one recused director“Enforceability Exceptions”), unanimously (other than one recused director) (i) declared that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved and declared advisable 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 (unless the Merger is consummated in accordance with Section 253 of the DGCL), and (iv) resolved to make the Board Recommendation, which actions and resolutions have not, as of the date hereof, been subsequently rescinded, modified or withdrawn in any way.

Authorization; Valid and Binding Agreement. The Company has CBLI and Merger Sub have all necessary requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party (the “CBLI Transaction Documents”), to perform its their respective obligations hereunder and thereunder and to consummateconsummate the Merger and the Contemplated Transactions, on subject, in the terms and subject case of the Merger, to the conditions 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, if applicable, in favor of an amendment to CBLI’s certificate of incorporation to effect the CBLI Forward Stock Split (the “CBLI Stockholder Approval”). The CBLI Board has unanimously (i) approved the execution, delivery and performance of this Agreement, and each other CBLI Transaction Document to which it is party, (ii) determined that the transactions contemplated by terms of this Agreement, including obtaining and each other CBLI Transaction Document, the Stockholder Approval, if necessary. This Agreement has been duly executed and delivered by the Company and assuming that this Agreement is a valid and binding obligation of Parent and Merger Sub, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The Company’s Board of Directors, at a meeting duly called and held prior to the execution of this Agreement at which all directors of the Company were present (other than one recused director), unanimously (other than one recused director) (i) declared that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, Contemplated Transactions are fair to to, and in the best interests of the Company of, CBLI and the Company’s stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Offer and the MergerCBLI Stockholders, (iii) directed that the adoption of declared this Agreement be submitted and each other CBLI Transaction Document to the Stockholders’ Meeting (unless the Merger which it is consummated in accordance with Section 253 of the DGCL), party advisable and (iv) resolved to make recommend that the CBLI Stockholders approve the issuance of shares in connection with the Merger and the Contemplated Transactions. The Merger Sub Board Recommendationhas unanimously (i) approved the execution, delivery and performance of this Agreement, and each other CBLI Transaction Document to which actions 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) declared this Agreement and each other CBLI Transaction Document advisable and (iv) resolved to recommend that the CBLI (as Merger Sub’s sole stockholder) approve the Merger and the Contemplated Transactions. The CBLI Board has directed that CBLI submit the issuance of the shares of CBLI Common Stock in connection with the Merger and the Contemplated Transactions to a vote at the CBLI Stockholders’ Meeting as promptly as practicable following the date hereof. As of the date of this Agreement, such approvals, determinations, declarations, resolutions and directions are valid and have notnot 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 appropriate Merger documents as required by applicable Law). As of the date of this Agreement, each of CBLI and Merger Sub has duly executed and delivered this Agreement and each other CBLI Transaction Document that, by its terms, contemplates being executed and delivered as of the date of this Agreement and, as of the date hereofClosing, been subsequently rescindedeach of CBLI and Merger Sub has duly executed and delivered each other CBLI Transaction Document that, modified by such document’s terms, contemplates being executed and delivered on or withdrawn before 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 any wayaccordance 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.