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. (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 affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to creditors’ rights generally equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles The Board of equity (regardless Directors of whether enforceability is considered in a proceeding in equity or at Law)the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the consummation of the transactions contemplated by this Agreement, including the Offer, the acquisition of Shares pursuant to the Offer and the Merger, including, but not limited to, all actions required to render the provisions of Part Thirteen of the TBCA restricting business combinations with certain persons inapplicable to such transactions.

Authorization; Validity of Agreement; Company Action. The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the agreements and other documents to be entered into by it hereunder, to perform its obligations hereunder and thereunder and, subject to obtaining the receipt Company Shareholder Approval in the manner required by the Interim Order and approval of the Requisite Stockholder Approval, if applicableCourt, to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement, Agreement and the agreements and other documents to be entered into by it hereunder and the consummation by it the Company of the Transactionstransactions contemplated hereunder (including the Arrangement) and thereunder, have been duly and validly authorized by the Company Board of Directors Board, and no other corporate action proceeding on the part of the Company, pursuant to the DGCL or otherwise, Company is necessary to authorize in connection therewith, other than obtaining the execution and delivery approval by the Company Board of this Agreement, the Company Circular and the consummation by it of the Transactions, subject, Company Shareholder Approval in the case of the Merger, to the adoption of this Agreement manner required by the Requisite Stockholder Approval Interim Order and approval by the filing of the Certificate of MergerCourt. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent the Purchaser and Purchaserthe Parent, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that as the enforcement hereof thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar Laws, now or hereafter in effect, relating to applicable Laws affecting the enforcement of creditors’ rights generally and (b) general principles subject to the qualification that equitable remedies may be granted only in the discretion of equity (regardless a court of whether enforceability is considered in a proceeding in equity or at Law)competent jurisdiction.

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 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. 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. 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 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. (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. (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 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, 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 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, including the Mergers. 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, or vote, consent or approval of the Company’s stockholders, 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 First Merger, to the adoption receipt of this Agreement by the Requisite Company Stockholder Approval and the filing of the Certificate Articles of Merger. Merger with, and acceptance for record by, the SDAT. (b) 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 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 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 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 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 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. 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, 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 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 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. 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. 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. 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. 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 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. 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 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”).