Common use of Authorization; Validity of Agreement; Company Action Clause in Contracts

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement, and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Merger. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Authorization; Validity of Agreement; Company Action. The Company has all necessary the requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Merger, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, and to consummate the Transactionstransactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactionstransactions contemplated by this Agreement, have been duly authorized and validly authorized approved by the Company Board of Directors and no other all necessary corporate action on the part of the CompanyCompany (including by its Board of Directors), pursuant and except for the Company Stockholder Approval, if required by applicable Law to consummate the DGCL Merger, no other corporate action or otherwise, proceeding on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of transactions contemplated by this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of MergerAgreement. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and Purchaserthe other parties hereto, is constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to affecting creditors’ rights and remedies generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary full corporate power and authority to execute and deliver this Agreement and has the full corporate power and authority to perform the transactions provided for or contemplated by this Agreement and the Stockholder Agreement, to perform its obligations hereunder andincluding, subject to but not limited to, the receipt of Offer and the Requisite Stockholder ApprovalMerger (collectively, if applicable, to consummate the "Transactions"). The execution, delivery and performance by ------------ the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors and and, no other corporate action on the part of the CompanyCompany is necessary (other than, pursuant with respect to the DGCL or otherwiseMerger, is necessary the approval and adoption of the Merger and this Agreement by holders of a majority of the Shares and the filing of the Certificate of Merger as required by the DGCL) to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Merger. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary full corporate power and authority to execute and deliver this Agreement and the Contingent Payment Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the Contingent Payment Agreement and the consummation by it of the Transactions, Transactions have been duly and validly authorized by the Company Board of Directors Directors, and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, and Agreement or the Contingent Payment Agreement or the consummation by it of the Transactions. No vote of, subjector consent by, in the case holders of any class or series of capital stock issued by the Merger, Company is necessary to authorize the adoption execution and delivery by the Company of this Agreement by or the Requisite Stockholder Approval and Contingent Payment Agreement or the filing consummation of the Certificate of MergerTransactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent the Optionors and Purchaserthe Optionee, this Agreement is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be (i) as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws, now or hereafter in effect, relating to laws of general application affecting enforcement of creditors’ rights generally and (bii) general principles the availability of equity (regardless the remedy of whether enforceability is considered in a specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and, subject to obtaining the receipt approval of the Requisite Stockholder Approval, if applicableits shareholders, to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the Transactions, transactions contemplated hereby have been duly and validly authorized by the Company Board its board of Directors directors, and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this AgreementAgreement and, and except for shareholder approval, the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Mergertransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ rights and remedies generally and (bii) general principles the remedy of equity specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. On or prior to the date of this Agreement, the Company’s board of directors, at a meeting duly called and held, (regardless i) approved, adopted and declared advisable this Agreement and the Merger (such approval and adoption having been made in accordance with the OBCA), (ii) approved the execution, delivery and performance of whether enforceability is considered this Agreement and the consummation by the Company of the transactions contemplated hereby, including the Merger, (iii) determined that this Agreement and the transactions contemplated hereby are in a proceeding in equity or at Law)the best interests of the Company and its shareholders, and (iv) resolved to recommend that the Company’s shareholders approve and adopt this Agreement and Merger.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, Option Agreement and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the Option Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company its Board of Directors and and, no other corporate action on the part of the CompanyCompany is necessary (other than, pursuant with respect to the DGCL or otherwiseMerger, is necessary the approval and adoption of the Merger and this Agreement by holders of the Shares to the extent required by the Company's articles of incorporation and by applicable law) to authorize the execution and delivery by the Company of this Agreement and the Option Agreement, and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption Transactions contemplated hereby. Each of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Merger. This Option Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, terms except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding in equity or at Law)equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder ApprovalApproval in the case of the Merger, if applicable, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement, and the consummation by it of the Transactions, subject, in the case of the Merger, to the receipt of the Requisite Stockholder Approval, if applicable (which is the only stockholder vote or consent that is required for adoption of this Agreement and the approval of the Merger and the consummation of the Merger by the Requisite Stockholder Approval Company), and the filing of the Certificate of Merger. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to affecting creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Authorization; Validity of Agreement; Company Action. The Company has all necessary the requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to obtaining the approval and adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) at the Company Special Meeting, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, to and consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of the TransactionsMerger, have been duly and validly authorized by its board of directors and, subject to the receipt of the Company Board Stockholder Approval and the filing of Directors the Certificate of First Merger and the Certificate of Second Merger with the Secretary of State of the State of Delaware as required by the DGCL and the DLLCA, no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Merger. This Agreement has been duly executed and delivered by the Company and, subject to the receipt of the Company Stockholder Approval (and assuming due and valid authorization, execution and delivery hereof by Parent and Purchaserthe other parties hereto), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ rights and remedies generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)equity.

Authorization; Validity of Agreement; Company Action. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject to obtaining the receipt of the Requisite Stockholder Approval, if applicableShareholder Vote, to consummate the Transactionstransactions contemplated hereby. The Special Committee has determined that the transactions contemplated hereby are advisable and fair to and in the best interests of the Company and its shareholders and has unanimously recommended that the full board of directors of the Company approve this Agreement and the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the Transactions, transactions contemplated hereby have been duly and validly authorized by its board of directors (acting upon the Company Board unanimous recommendation of Directors the Special Committee), and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this AgreementAgreement and, and except for the Shareholder Vote, the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Mergertransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ rights and remedies generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt adoption of the Requisite this Agreement by Company Stockholder Approval, if applicableApproval (as defined below), to consummate the Transactionstransactions provided for or contemplated by this Agreement, including, but not limited to, the Merger. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it of the Transactions, transactions contemplated hereby have been duly and validly authorized by the Company Board of Directors Directors, and no other corporate action proceeding on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement, Agreement and the consummation by it of the Transactionstransactions contemplated hereby other than, subject, in the case of with respect to the Merger, to the approval of the Merger and adoption of this Agreement by the Requisite Company Stockholder Approval and the filing of the Certificate of MergerApproval. This Agreement has been duly and validly executed and delivered by the Company Company, and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws relating to creditors’ ' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)equity.

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Shareholder Approval, if applicable, to execute and deliver the Plan of Merger and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this AgreementAgreement and the Plan of Merger, and the consummation by it of the Merger and the other Transactions, have been duly and validly authorized by the Company Board of Directors and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this AgreementAgreement and the Plan of Merger, and the consummation by it of the Transactions, subject, in the case of the Plan of Merger and the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing receipt of the Certificate of MergerShareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law, to consummate the Merger, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, and to consummate the Transactionstransactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactionstransactions contemplated by this Agreement, have been duly authorized and validly authorized approved by the Company Board of Directors and no other all necessary corporate action on the part of the CompanyCompany (including by its Board of Directors), pursuant and except for the Company Stockholder Approval, if required by applicable Law to consummate the DGCL Merger, no other corporate action or otherwise, proceeding on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of transactions contemplated by this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of MergerAgreement. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and Purchaserthe other parties hereto, is constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to affecting creditors’ rights and remedies generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, and to consummate the TransactionsTransactions subject, in the case of the Merger, to the approval of this Agreement by the holders of a majority of the outstanding Shares, if required by applicable law. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors Directors, and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption approval of this Agreement by the Requisite Stockholder Approval and the filing holders of a majority of the Certificate of Mergeroutstanding Shares, if required by applicable law. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ rights generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary full corporate power and authority to execute and deliver this AgreementAgreement (including the Plan of Merger), to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, Option Agreement and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement (including the Plan of Merger) and the Option Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors and no other corporate action on the part of the CompanyCompany is necessary (other than, pursuant with respect to the DGCL or otherwiseMerger, is necessary the approval and adoption of the Merger, this Agreement and the Plan of Merger by holders of a majority of the Shares) to authorize the execution and delivery by the Company of this Agreement and the Option Agreement, and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption . Each of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Merger. This Option Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, terms except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a proceeding in equity or at Law)equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject to obtaining the receipt necessary approval of the Requisite Stockholder Approval, if applicableits shareholders, to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactionstransactions contemplated hereby, have been duly and validly authorized by the Company its Board of Directors and and, except for obtaining the approval of its shareholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Mergertransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder andconsummate the transactions contemplated hereby, subject to obtaining the receipt approval of holders of a majority of the Requisite Stockholder ApprovalShares prior to the consummation of the Merger in accordance with section 251 of the DGCL, if applicable, to consummate the Transactionsso required. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactionstransactions contemplated hereby, have been duly and validly authorized by the Company its Board of Directors and and, except for obtaining the approval of its stockholders as contemplated by Section 1.9 hereof, no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Mergertransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaserthe other parties hereto, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The ---------------------------------------------------- Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, and has the requisite corporate power and authority to perform its obligations hereunder andthe transactions provided for or contemplated by this Agreement, subject to including, but not limited to, the receipt of Offer and the Requisite Stockholder ApprovalMerger (collectively, if applicable, to consummate the "Transactions"). The ------------ execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors Directors, and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the TransactionsTransactions other than, subject, in the case of with respect to the Merger, to the approval of the Merger and adoption of this Agreement by the Requisite Stockholder Approval and the filing holders of a majority of the Certificate of MergerShares. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, to consummate the Transactions, including the Merger. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, subject to the adoption receipt of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of MergerMerger with the Secretary of State of the State of Delaware. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Lawlaw).

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors and no other additional corporate action proceedings on the part of the Company, pursuant to the DGCL or otherwise, is Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance of the Company of its covenants and obligations hereunder or the consummation by it of the Transactions, subject, other than in the case of the Merger, to the adoption of this Agreement obtaining shareholder approval if required by the Requisite Stockholder Approval applicable law and the filing of the Certificate articles of Mergermerger with the Secretary of State of the State of Minnesota in accordance with the MBCA. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that to the extent (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ rights generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder andconsummate the transactions contemplated hereby, subject to obtaining the receipt approval of holders of a majority of the Requisite Stockholder ApprovalShares prior to the consummation of the Merger in accordance with section 251 of the DGCL, if applicable, to consummate the Transactionsso required. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactionstransactions contemplated hereby, have been duly and validly authorized by the Company its Board of Directors and and, except for obtaining the approval of its stockholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Mergertransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaserthe other parties thereto, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Company Shareholder Approval, if applicable, to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Merger and the other Transactions, have been duly and validly authorized by the Company Board of Directors and no other corporate action on the part of the Company, Company pursuant to the DGCL MGCL or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement, and the consummation by it of the Transactions, subject, in the case of the Merger, to receipt of the adoption of this Agreement by the Requisite Stockholder Company Shareholder Approval and the filing of the Certificate Articles of MergerMerger with, and acceptance for record by, the SDAT. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) (collectively, (a) and (b), the “Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Shareholder Approval, if applicable, to execute and deliver the Plan of Merger and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this AgreementAgreement and the Plan of Merger, and the consummation by it of the Merger and the other Transactions, have been duly and validly authorized by the Company Board of Directors and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the Plan of Merger and the consummation by it of the Transactions, subject, in the case of the Plan of Merger and the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing receipt of the Certificate of MergerShareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by the Parent and PurchaserParties, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. (a) ---------------------------------------------------- The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject to obtaining any necessary approval of its stock holders for the receipt of the Requisite Stockholder Approval, if applicableMerger, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company its Board of Directors and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the TransactionsTransactions (other than, subject, in the case of with respect to the Merger, to the adoption obtaining any approval of this Agreement its stockholders as contemplated by the Requisite Stockholder Approval Section 1.9 hereof and the filing of the Certificate of MergerMerger as required by the DGCL). This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof thereof by Parent and the Purchaser, is constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its their terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject to obtaining the receipt approval of the Requisite Stockholder Approval, if applicableits shareholders, to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the Transactions, transactions contemplated hereby have been duly and validly authorized by the Company Board its board of Directors directors, and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this AgreementAgreement and, and except for shareholder approval, the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Mergertransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ rights and remedies generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the Stock Option Agreement, and the consummation by it of the Transactionstransactions contemplated hereby and thereby, have been duly and validly authorized by the Company its Board of Directors and and, except for obtaining the approval of more than two-thirds of its shareholders of the Merger Agreement in accordance with Section 13.1-718 of the VSCA as contemplated by Section 1.8 here of, no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement or the Stock Option Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption transactions contemplated hereby and thereby. Each of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Merger. This Stock Option Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof and thereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the Stock Option Agreement, and the consummation by it of the Transactionstransactions contemplated hereby and thereby, have been duly and validly authorized by the Company its Board of Directors and and, except for obtaining the approval of more than two-thirds of its shareholders of the Merger Agreement in accordance with Section 13.1-718 of the VSCA as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement or the Stock Option Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption transactions contemplated hereby and thereby. Each of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Merger. This Stock Option Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof and thereof by Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement, and the consummation by it of the Transactions, subject, in the case of the Merger, subject to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Merger. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Lawlaw).

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Company Stockholder Approval, if applicable, to consummate the Transactions. The execution, execution and delivery and performance by the Company of this Agreement, the performance and compliance by the Company with each of its obligations hereunder and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors and no other corporate action on the part of the Company, pursuant to the DGCL MGCL, the MLLCA or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement, and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption receipt of this Agreement by the Requisite Company Stockholder Approval and the filing of the Certificate Articles of MergerMerger with, and acceptance for record by, the SDAT. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and PurchaserMerger Sub, is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ ' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Neither the Company nor any of its "affiliates" (as defined in Section 3-601 of the MGCL) is, or at any time during the last five (5) years has been, an "interested stockholder" (as defined in Section 3-601 of the MGCL) of Parent.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, to consummate the Transactionshereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized adopted by the board of directors of the Company Board of Directors (the “Company Board”), and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in except that the case consummation of the Merger, to Merger requires the adoption approval of this Agreement by a majority of all the Requisite Stockholder Approval and votes entitled to be cast on the filing Agreement by all shares of Company Common Stock entitled to vote on the Certificate of MergerAgreement, voting as a single group (the “Company Shareholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to affecting creditors’ rights generally generally, and (bii) general principles the remedy of equity specific performance and injunctive and other forms of equitable relief may be subject to applicable equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforceability is considered in a proceeding in equity or at Lawthe “General Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the Plan of Merger, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Shareholder Approval, if applicable, to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this AgreementAgreement and the Plan of Merger, and the consummation by it of the Merger and the other Transactions, have been duly and validly authorized by the Company Board of Directors and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this AgreementAgreement and the Plan of Merger, and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing receipt of the Certificate of MergerShareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) (collectively, (a) and (b), the “Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has all necessary the requisite corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby, subject, in the case of the consummation of the Merger, to perform its obligations hereunder and, subject to the receipt of the Requisite Company Stockholder Approval, if applicable, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the Transactions, transactions contemplated hereby have been duly and validly authorized by all necessary action of the Company Board of Directors Company, and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it the Company of the Transactions, subjecttransactions contemplated hereby except, in the case of the consummation of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing for receipt of the Certificate of MergerCompany Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by each of Parent and PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ rights and remedies generally and (b) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. 10 12 The Company has all necessary full corporate power and authority to execute and deliver this AgreementAgreement and, subject to obtaining the necessary approval of its shareholders, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, under this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactionstransactions contemplated hereby, have been duly and validly authorized by the Company Board and, except for obtaining the approval by the Company's shareholders of Directors and the Amended Articles, no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Mergertransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to approval of the Amended Articles by the Company's shareholders (and assuming due and valid authorization, execution and delivery hereof by Parent and Purchaserthe Investors), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject to obtaining the receipt of the Requisite Stockholder Approval, if applicable, to consummate the transactions contemplated hereby (the "Transactions"). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors Board, and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to except that the adoption of this Agreement by requires the Requisite approval (the "Stockholder Approval and the filing Approval") of the Certificate holders of Mergera majority of the outstanding shares of common stock, par value $0.001 per share, of the Company (the "Company Common Stock"). This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and Purchaserthe other parties hereto, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to affecting creditors’ ' rights generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger (collectively, the “Transactions”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors (acting on the recommendation of the Special Committee) and no other corporate action on the part of the CompanyCompany (other than, pursuant with respect to the DGCL or otherwiseMerger, the affirmative vote of the stockholders of the Company as and to the extent required by law) is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Merger. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent Danisco and Purchaserthe Buyer, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ rights generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject to obtaining the receipt necessary approval of the Requisite Stockholder Approval, if applicableits shareholders, to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactionstransactions contemplated hereby, have been duly and validly authorized by the Company its Board of Directors and, except for those actions contemplated by Section 1.2(a) hereof and obtaining the approval of its shareholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Mergertransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to approval and adoption of this Agreement by the Company's shareholders (and assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser, the other parties there to) is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject to obtaining the receipt approval of the Requisite Stockholder Approval, if applicableCompany’s shareholders, to consummate the Transactionstransactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the Transactions, transactions contemplated hereby have been duly and validly authorized by the Company Board Company’s board of Directors directors, and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this AgreementAgreement and, and except for shareholder approval, the consummation by it the Company of the Transactions, subject, in the case of the Merger, to the adoption of transactions contemplated by this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of MergerAgreement. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ rights and remedies generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, and, assuming the Merger is consummated in accordance with Section 251(h) of the DGCL, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the board of directors of the Company Board of Directors (the “Company Board”), and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement14 Agreement and, assuming the Merger is consummated in accordance with Section 251(h) of the DGCL, the performance of its obligations hereunder and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Merger. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and PurchaserParties, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to affecting creditors’ rights generally and (bii) general principles the remedy of equity specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforceability is considered in a proceeding in equity or at Lawthe “General Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject to obtaining the receipt approval of holders of a majority of the Requisite outstanding shares of Common Stock in favor of adoption of this Agreement (“Stockholder Approval, if applicable”), to consummate the Transactionstransactions contemplated hereby and perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the Transactions, transactions contemplated hereby have been duly and validly authorized by the Company Board (acting upon the unanimous recommendation of Directors the Special Committee), and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this AgreementAgreement and, and except for Stockholder Approval, the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Mergertransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by each of Parent and PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ rights and remedies generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and the Stock Option Agreement and, subject to obtaining any necessary approval of its stockholders for the receipt of the Requisite Stockholder Approval, if applicableMerger, to consummate the Transactionstransactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and the Stock Option Agreement, and the consummation by it of the Transactionstransactions contemplated hereby and thereby, have been duly and validly authorized by the Company its Board of Directors and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement or the Stock Option Agreement and the consummation by it of the Transactionstransactions contemplated hereby and thereby (other than, subject, in the case of with respect to the Merger, to the adoption obtaining any approval of this Agreement its stockholders as contemplated by the Requisite Stockholder Approval and the filing of the Certificate of MergerSection 1.9 hereof). This Agreement has and the Stock Option Agreement have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof thereof by Parent and the Purchaser, is a constitute valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it of the Transactions, Transactions have been duly and validly authorized by the Company Board of Directors and no other corporate action on the part of the Company, pursuant to the DGCL MGCL, the DLLCA or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement, and the consummation by it of the Transactions, subjectsubject to the Company Stockholder Approvals and the filing with, in and acceptance for record by, the case SDAT of the Merger, to the adoption Articles of this Agreement by the Requisite Stockholder Approval Merger and the due filing of the Certificate of MergerMerger with the DSOS. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by the Tax Parent, Parent and PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Authorization; Validity of Agreement; Company Action. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining the receipt adoption of this Agreement and the approval of the Requisite Mergers by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Special Meeting (the “Company Stockholder Approval, if applicable”), to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of the TransactionsMerger, have been duly and validly authorized by the Company Board (on the recommendation of Directors the Special Committee) and, subject to the receipt of the Company Stockholder Approval and the filing of the Certificate of First Merger with the Secretary of State of the State of Delaware as required by the DGCL, no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent Parent, Merger Sub and Purchaserthe Investment Adviser, is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the such enforcement hereof may be limited by subject to (ai) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ rights and remedies generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)equity.

Authorization; Validity of Agreement; Company Action. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, to consummate the Transactionshereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors of the Company (the “Company Board”), and no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in except that the case consummation of the Merger, to Merger requires the adoption of this Agreement by the Requisite Stockholder Approval and the filing affirmative vote of the Certificate holders of Mergerissued and outstanding shares of Company Common Stock entitling such holders to exercise at least two-thirds of the voting power of the Company (the “Company Shareholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and PurchaserMerger Sub, is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to affecting creditors’ rights generally and (bii) general principles the remedy of equity specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforceability is considered in a proceeding in equity or at Lawthe “General Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject to obtaining the receipt necessary approval of the Requisite Stockholder Approval, if applicableits shareholders, to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactionstransactions contemplated hereby, have been duly and validly authorized by the Company its Board of Directors and, except for those actions contemplated by Section 1.2(a) hereof and obtaining the approval of its shareholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Mergertransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to approval and adoption of this Agreement by the Company's shareholders (and assuming due and valid authorization, execution and delivery hereof by Parent and the Purchaser, ) is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, Agreement and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the Transactions, Merger and the other Transactions have been duly and validly authorized by the Company Board of Directors and and, no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in other than the case approval of the Merger, holders of a majority of the outstanding Shares entitled to vote on such matters at a stockholders’ meeting duly called and held for such purpose (the adoption of this Agreement by the “Company Requisite Stockholder Approval Vote”) and the filing of the Certificate of MergerMerger or other appropriate documents with the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by the Parent and PurchaserMerger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to affecting creditors’ rights and remedies generally and (b) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The vote of the holders of a majority of the outstanding shares of Company Common Stock is considered required to adopt and approve an agreement of merger in accordance with the DGCL. Neither the Company nor its subsidiaries is a proceeding “TID U.S. business” as defined in equity or at Law)31 C.F.R. § 800.248.

Authorization; Validity of Agreement; Company Action. The Company has all necessary full corporate power and authority to execute and deliver this Agreement and has the full corporate power and authority to perform the transactions provided for or contemplated by this Agreement, to perform its obligations hereunder andincluding, subject to but not limited to, the receipt of Offer and the Requisite Stockholder ApprovalMerger (collectively, if applicable, to consummate the Transactions"TRANSACTIONS"). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors and and, no other corporate action or proceeding on the part of the CompanyCompany is necessary (other than, pursuant with respect to the DGCL or otherwiseMerger, is necessary the approval and adoption of the Merger and this Agreement by holders of two-thirds of the Shares) to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, in the case of the Merger, to the adoption of this Agreement by the Requisite Stockholder Approval and the filing of the Certificate of Merger. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Stockholder Approval, if applicable, Agreement and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the TransactionsOffer, the Merger and the other Transactions have been duly and validly authorized by the Company Board of Directors and and, no other corporate action on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the consummation by it of the Transactions, subject, Transactions assuming that the Merger is consummated in the case accordance with Section 251(h) of the MergerDGCL, to the adoption of this Agreement by the Requisite Stockholder Approval and other than the filing of the Certificate of MergerMerger or other appropriate documents with the Secretary of State of the State of Delaware. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to affecting creditors’ rights and remedies generally and (b) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The vote of the holders of a majority of the outstanding shares of Company Common Stock is considered required to adopt and approve an agreement of merger in a proceeding in equity or at Law)accordance with the DGCL.