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

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Merger, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of 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.

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

Authorization; Validity of Agreement; Company Action. (a) The Company has the requisite full corporate power and authority to execute and deliver this Agreement, the Option Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Merger, to perform its obligations hereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Option Agreement, and the consummation by it of the transactions Transactions, have been duly and validly authorized by its Board of Directors and, no other corporate action on the part of the Company is necessary (other than, with respect to the Merger, 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 contemplated by hereby. Each of this Agreement. This Agreement and the Option Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and the other parties heretoPurchaser, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights and remedies generally generally, and (ii) the remedy of 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 proceedings therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement 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 if required by applicable Law to consummate Approval”) at the MergerCompany Special Meeting, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of the transactions contemplated by this AgreementMerger, have been duly authorized and approved by all necessary corporate action on its board of directors and, subject to the part receipt of the Company (including by its Board Stockholder Approval and the filing of Directors), the Certificate of First Merger and except for the Company Stockholder Approval, if Certificate of Second Merger with the Secretary of State of the State of Delaware as required by applicable Law to consummate the MergerDGCL and the DLLCA, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementMerger. 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 of this Agreement hereof by the other parties hereto), constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy general principles of 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 broughtequity.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the MergerShareholder Vote, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of Special Committee has determined that the transactions contemplated by this Agreement, have been duly authorized hereby are advisable and approved by all necessary corporate action on fair to and in the part best interests of the Company (including by and its Board shareholders and has unanimously recommended that the full board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part directors of the Company is necessary to authorize approve this Agreement and the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its board of directors (acting upon the unanimous recommendation of the Special Committee), and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and, except for the Shareholder Vote, the consummation by it of the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of 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.

Authorization; Validity of Agreement; Company Action. (a) The Company has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Merger, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby, subject to obtaining the approval of holders of a majority of the Shares prior to the consummation of the Merger in accordance with section 251 of the DGCL, if so required. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreementhereby, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors)Directors and, and except for obtaining the Company Stockholder Approval, if required approval of its stockholders as contemplated by applicable Law to consummate the MergerSection 1.8 hereof, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretothereto, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights and remedies generally generally, and (ii) the remedy of 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. (b) The Board of Directors of the Company has 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the MergerAgreement, to perform its obligations hereunder and to consummate the transactions contemplated Transactions subject, in the case of the Merger, to the approval of this Agreement by this Agreementthe 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 contemplated by this AgreementTransactions, have been duly and validly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated Transactions, subject, in the case of the Merger, to the approval of this Agreement by this Agreementthe holders of a majority of the outstanding 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 of this Agreement hereof by the other parties heretoParent and Purchaser, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of 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.

Authorization; Validity of Agreement; Company Action. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law Law, to consummate the Merger, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of 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.

Authorization; Validity of Agreement; Company Action. (a) The Company has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Merger, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby, subject to obtaining the approval of holders of a majority of the Shares prior to the consummation of the Merger in accordance with section 251 of the DGCL, if so required. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreementhereby, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors)Directors and, and except for obtaining the Company Stockholder Approval, if required approval of its stockholders as contemplated by applicable Law to consummate the MergerSection 1.9 hereof, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties hereto, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights and remedies generally generally, and (ii) the remedy of 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. (b) The Board of Directors of the Company has 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.

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

Authorization; Validity of Agreement; Company Action. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the MergerAgreement, to perform its obligations hereunder and, subject to receipt of the Shareholder Approval, to execute and deliver the Plan of Merger and to consummate the transactions contemplated by this AgreementMerger and the other Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Plan of Merger, and the consummation of the Merger and the other Transactions, have been duly and validly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the Plan of Merger and the consummation by it of the transactions contemplated by this AgreementTransactions, subject, in the case of the Plan of Merger and the Merger, to receipt of the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretoParent Parties, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such the enforcement hereof may be subject to applicable limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting relating to creditors’ rights and remedies generally generally, and (iib) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) ((a) and (b) collectively, the remedy of 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“Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has the requisite full corporate power and authority to execute and deliver this Agreement andand the Contingent Payment Agreement, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Merger, to perform its obligations hereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Contingent Payment Agreement and the consummation by it of the transactions contemplated Transactions have been duly authorized by the Company Board of Directors, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this AgreementAgreement or the Contingent Payment Agreement or the consummation of the Transactions. No vote of, or consent by, the holders of any class or series of capital stock issued by the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the Contingent Payment Agreement or the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of hereof by the Optionors and the Optionee, this Agreement by the other parties hereto, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws, now or hereafter in effect, laws of general application affecting enforcement of creditors’ rights and remedies generally and (ii) the availability of the remedy of specific performance and or injunctive and 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 therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement 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 Company Stockholder Shareholder Approval if in the manner required by applicable Law to consummate the MergerInterim Order and approval of the Court, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereunder and thereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the agreements and other documents to be entered into by it hereunder and the consummation by it the Company of the transactions contemplated hereunder (including the Arrangement) and thereunder, have been duly and validly authorized by this Agreementthe Company Board, and no other corporate proceeding on the part of the Company is necessary in connection therewith, other than obtaining the approval by the Company Board of the Company Circular and the Company Shareholder Approval in the manner required by the Interim Order and approval by the Court. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement by the other parties heretoPurchaser and the Parent, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such as the enforcement thereof may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar Laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights and remedies generally and (ii) subject to the remedy of specific performance and injunctive and other forms of qualification that equitable relief remedies may be subject to equitable defenses and to granted only in the discretion of the a court before which any proceeding therefor may be broughtof competent jurisdiction.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Mergerapproval of its stockholders, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of the transactions contemplated by this Agreementhereby (other than the consummation of the Financing or as contemplated in Section 6.13), have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board board of Directors)directors and, and except for the Company Stockholder Approvalfor, if required by applicable Law with respect to consummate the Merger, obtaining the approval of its stockholders, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this Agreementhereby (other than the consummation of the Financing or as contemplated in Section 6.13). This Agreement has been duly executed and delivered by the Company and, subject to approval by the Company’s stockholders (and assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretoInvestor, constitutes Parent and Sub), is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate all necessary power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the MergerAgreement, to perform its obligations hereunder and, subject to receipt of the Shareholder Approval, to execute and deliver the Plan of Merger and to consummate the transactions contemplated by this AgreementMerger and the other Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Plan of Merger, and the consummation of the Merger and the other Transactions, have been duly and validly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the Plan of Merger, and the consummation by it of the transactions contemplated by this AgreementTransactions, subject, in the case of the Plan of Merger and the Merger, to receipt of the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretoParent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such the enforcement hereof may be subject to applicable limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting relating to creditors’ rights and remedies generally generally, and (iib) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) ((a) and (b) collectively, the remedy of 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“Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The ---------------------------------------------------- Company has the requisite corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining and has the Company Stockholder Approval if required by applicable Law to consummate the Merger, requisite corporate power and authority to perform its obligations hereunder and to consummate the transactions provided for or contemplated by this Agreement, including, but not limited to, 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 contemplated by this AgreementTransactions, have been duly and validly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated Transactions other than, with respect to the Merger, the approval of the Merger and adoption of this Agreement by this Agreementholders of a majority of the Shares. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and the other parties heretoPurchaser, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights and remedies generally generally, and (ii) the remedy of 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement Agreement, perform its obligations hereunder, and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Mergerapproval of its shareholders, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by its board of directors, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and, except for shareholder approval, the consummation by it of the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of 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, (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 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 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 (a) Company has the requisite full corporate power and authority to execute and deliver this Agreement andAgreement, subject to obtaining the agreements contemplated by the Company Stockholder Approval if required by applicable Law Reorganization, and any other documents to consummate the Mergerwhich it is specified to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this AgreementMerger, the Company Reorganization and the other Transactions. The execution, delivery and performance by the Company of this Agreement, the agreements contemplated by the Company Reorganization and the consummation by it of the transactions contemplated by this AgreementMerger, the Company Reorganization and the other Transactions, have been duly and validly authorized by the Company Board of Directors and approved by all necessary no other corporate action on the part of Company pursuant to the Company (including by its Board of Directors)Governing Documents, and except for the Company Stockholder ApprovalMGCL, if required by applicable Law to consummate the MergerDLLCA or otherwise, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement Agreement, the Company Reorganization and the consummation by it of the transactions contemplated Merger, the Company Reorganization and the other Transactions, subject, in the case of the Merger, to the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and acceptance for record of the Certificate of Merger by this Agreementthe Delaware Secretary. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretoParent, constitutes Parent Operating Partnership and Merger Sub, is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting relating to creditors’ rights and remedies generally and (ii) the remedy general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at Law).

Authorization; Validity of Agreement; Company Action. (a) The Company has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Mergernecessary approval of its shareholders, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreementhereby, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors)Directors and, and except for obtaining the Company Stockholder Approval, if required approval of its shareholders as contemplated by applicable Law to consummate the MergerSection 1.8 hereof, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights and remedies generally generally, and (ii) the remedy of 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. (b) The Board of Directors of 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. (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the MergerAgreement, to perform its obligations hereunder and to consummate the transactions contemplated by this AgreementTransactions, including the Mergers. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly and validly authorized by the Company Board and approved by all necessary no other corporate action on the part of the Company (including by its Board of Directors)Company, and except for the Company Stockholder Approvalor vote, if required by applicable Law to consummate the Merger, no other corporate action consent or proceeding on the part approval of the Company Company’s stockholders, pursuant to the MGCL or otherwise, is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement Agreement, and the consummation by it of the transactions contemplated by this Agreement. Transactions, subject, in the case of the First Merger, to the receipt of the Company Stockholder Approval and the filing of the Articles of 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 of this Agreement hereof by the other parties heretoParent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting relating to creditors’ rights and remedies generally and (ii) the remedy general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at Law).

Authorization; Validity of Agreement; Company Action. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the MergerAgreement, to perform its obligations hereunder and to consummate the transactions contemplated by this AgreementMerger. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this AgreementMerger, have been duly and validly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated Merger, subject to the adoption of this Agreement by this Agreementthe holders of a majority of all of the Shares entitled to vote thereon. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretoParent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that that: (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally generally; and (ii) the remedy of 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite full corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time, and, subject to obtaining the Company Stockholder Approval if approval thereof to the extent required by applicable Law to consummate the MergerDGCL and the Company’s Amended and Restated Certificate of Incorporation, as amended, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time and the performance of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated by this Agreement, Transactions have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and and, except for obtaining the approval of the Company Stockholder Approval, if required by applicable Law to consummate the MergerStockholders described in Section 4.23, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has and each instrument required hereby to be executed and delivered by the Company prior to the Effective Time have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement thereof by the Parent and Merger Subsidiary and any other parties heretothereto, constitutes each of them is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and generally, or (iib) the remedy of 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining and has the Company Stockholder Approval if required by applicable Law to consummate the Merger, full corporate power and authority to perform its obligations hereunder and to consummate the transactions provided for or contemplated by this Agreement and the Stockholder Agreement, including, but not limited to, 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 contemplated by this AgreementTransactions, have been duly and validly authorized and approved by all necessary the Company Board of Directors and, no other corporate action on the part of the Company is necessary (including by its Board of Directors)other than, and except for the Company Stockholder Approval, if required by applicable Law with respect to consummate the Merger, no other corporate action or proceeding on the part approval and adoption of the Company is necessary 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, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and the other parties heretoPurchaser, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights and remedies generally generally, and (ii) the remedy of 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate all necessary power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the MergerAgreement, to perform its obligations hereunder and and, subject to receipt of the Company Shareholder Approval, to consummate the transactions contemplated by this AgreementMerger and the other Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this AgreementMerger and the other Transactions, have been duly and validly authorized by the Company Board and approved by all necessary no other corporate action on the part of the Company (including by its Board of Directors)pursuant to the MGCL or otherwise, and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement Agreement, and the consummation by it of the transactions contemplated by this AgreementTransactions, subject, in the case of the Merger, to receipt of the Company Shareholder Approval and the filing of the Articles of Merger 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 of this Agreement hereof by the other parties heretoParent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such the enforcement hereof may be subject to applicable limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting relating to creditors’ rights and remedies generally and (iib) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) (collectively, (a) and (b), the remedy of 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“Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the MergerAgreement, to perform its obligations hereunder and and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated Transactions. The execution and delivery by the Company of this Agreement. The execution, 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 and no other corporate action on the part of the Company, pursuant to the MGCL, the MLLCA or otherwise, is necessary to authorize the execution and delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by all necessary corporate action on subject, in the part case of the Merger, to the receipt of the Company (including by its Board Stockholder Approval and the filing of Directors)the Articles of Merger with, and except acceptance for record by, the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementSDAT. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretoParent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such the enforcement hereof may be subject to applicable limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting relating to creditors’ rights and remedies generally and (iib) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Neither the remedy Company nor any of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion its “affiliates” (as defined in Section 3-601 of the court before which MGCL) is, or at any proceeding therefor may be broughttime 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. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the MergerAgreement, to perform its obligations hereunder and and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated Transactions. The execution and delivery by the Company of this Agreement. The execution, 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 and no other corporate action on the part of the Company, pursuant to the MGCL, the MLLCA or otherwise, is necessary to authorize the execution and delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by all necessary corporate action on subject, in the part case of the Merger, to the receipt of the Company (including by its Board Stockholder Approval and the filing of Directors)the Articles of Merger with, and except acceptance for record by, the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementSDAT. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretoParent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such the enforcement hereof may be subject to applicable limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting relating to creditors’ ' rights and remedies generally and (iib) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Neither the remedy Company nor any of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion its "affiliates" (as defined in Section 3-601 of the court before which MGCL) is, or at any proceeding therefor may be broughttime 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. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the MergerAgreement, to perform its obligations hereunder and and, subject to obtaining, at the Company Stockholder Meeting, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholder Meeting in favor of the adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement, including the Merger. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, including the Merger, have been duly and validly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and, except for the Company Stockholder Approval and the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, the consummation by it of the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement by the other parties heretoParent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting Laws relating to creditors’ rights and remedies generally and (ii) the remedy to general principles of 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 broughtequity.

Authorization; Validity of Agreement; Company Action. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the MergerAgreement, to perform its obligations hereunder and and, subject to obtaining, at the Company Stockholder Meeting, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholder Meeting in favor of the adoption of the "agreement of merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement (the "Company Stockholder Approval"), to consummate the transactions contemplated by this Agreement, including the Merger. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, including the Merger, have been duly and validly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and, except for the Company Stockholder Approval and the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, the consummation by it of the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement by the other parties heretoParent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting Laws relating to creditors’ ' rights and remedies generally and (ii) the remedy to general principles of 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 broughtequity.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Merger, to perform its obligations hereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Offer, the Merger and the other Transactions have been duly authorized by the Company Board and, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions assuming that the Merger is consummated in accordance with Section 251(h) of the DGCL, other than the filing of the Certificate of Merger 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 of this Agreement hereof by the other parties heretoParent and the Purchaser, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (iib) the remedy of 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. The vote of the holders of a majority of the outstanding shares of Company Common Stock is required to adopt and approve an agreement of merger in accordance with the DGCL.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate all necessary company power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, and, subject to obtaining the Company Stockholder Requisite Shareholder Approval if required by applicable Law to consummate and the Mergerfiling of the Merger Application with the Registrar, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this AgreementTransactions, including the Merger. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Statutory Merger Agreement, and the consummation by it of the transactions contemplated Transactions, including the Merger, have been duly and validly authorized by the Company Board of Directors and the Special Committee. No other action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the Statutory Merger Agreement, and the consummation by it of the Transactions, except for, in the case of the consummation of the Merger, obtaining the Requisite Shareholder Approval, executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretoParent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such the enforcement hereof may be subject to applicable limited by (a) bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, affecting relating to creditors’ rights and remedies generally and (iib) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) (the remedy of specific performance exceptions described in clauses (a) and injunctive and other forms of equitable relief may be subject to equitable defenses and to (b), collectively, the discretion of the court before which any proceeding therefor may be brought“Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law Approval, to consummate the Merger, to perform its obligations hereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and, except for the Company Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretoParent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Merger, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The executionhereby, delivery and performance by subject, in the Company case of this Agreement, and the consummation by it of the transactions contemplated by this AgreementMerger, have been duly authorized and approved by all necessary corporate action on the part to receipt of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the . The execution, delivery and performance by the Company of this Agreement and the consummation by it the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary action of the Company, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this AgreementAgreement and the consummation by the Company of the transactions contemplated hereby except, in the case of the consummation of the Merger, for receipt of the Company 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 this Agreement by the other parties heretoParent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (iib) the remedy of 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.

Authorization; Validity of Agreement; Company Action. (a) The Company has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Mergernecessary approval of its shareholders, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreementhereby, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors)Directors and, and except for those actions contemplated by Section 1.2(a) hereof and obtaining the Company Stockholder Approval, if required approval of its shareholders as contemplated by applicable Law to consummate the MergerSection 1.8 hereof, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this Agreementhereby. 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 of this Agreement hereof by the other parties hereto, constitutes thereto) is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights and remedies generally generally, and (ii) the remedy of 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. (b) The Board of Directors of the Company has 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. The Board of Directors of the Company also has approved the transactions contemplated by this Agreement for the purposes of rendering the provisions of Section 912 of the NYBCL inapplicable to such transactions.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval Approval, if required by applicable Law required, to consummate the Merger, to perform its obligations hereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Offer, the issuance of the Top-Up Option Shares (assuming the Top-Up Option is exercised pursuant to Section 1.4), the Merger and the other Transactions have been duly authorized by the Company Board and, except, in the case of the Merger, for the Company Stockholder Approval, if required, and for filing of the Certificate of Merger or other appropriate documents with the Secretary of State of the State of New Jersey, and except as set forth in Section 6.16, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretoParent and the Purchaser, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (iib) the remedy of 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the MergerAgreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Merger and the other transactions contemplated by this Agreementhereby, have been duly and validly authorized and approved by all necessary the Company Board of Directors and, no other corporate action on the part of the Company (including by its Board of Directors)Company, and except for pursuant to the Company Stockholder ApprovalDGCL or otherwise, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement Agreement, and the consummation by it of the Merger and the other transactions contemplated hereby, other than the adoption of this Agreement and approval of the Merger by the holders of a majority of all of the outstanding Shares entitled to vote on adoption of this AgreementAgreement (the “Stockholder Approval”), which is the only stockholder vote required. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretoParent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (iib) the remedy of 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Mergernecessary approval of its shareholders, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreementhereby, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors)Directors and, and except for those actions contemplated by Section 1.2(a) hereof and obtaining the Company Stockholder Approval, if required approval of its shareholders as contemplated by applicable Law to consummate the MergerSection 1.8 hereof, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this Agreementhereby. 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 of this Agreement hereof by Parent and the other parties hereto, constitutes Purchaser) is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights and remedies generally generally, and (ii) the remedy of 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.

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

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval of the Merger by holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval if required by applicable Law to consummate the MergerApproval”), to perform its obligations hereunder and to consummate the transactions contemplated by this AgreementXxxxxx and the other Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of the transactions contemplated by this AgreementMerger, have been duly authorized and approved by all necessary corporate action on the part its board of directors and, subject to receipt of the Company (including by its Board Stockholder Approval and the filing of Directors), and except for the Company Stockholder Approval, if Articles of Merger with the Department as required by applicable Law to consummate the MergerMGCL, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementMerger and the other Transactions. This Agreement has been duly executed and delivered by the Company and, subject to receipt of the Company Stockholder Approval (and assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties hereto), constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) general principles of equity (together with (i), the remedy of 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“Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Merger, to perform its obligations hereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other Transactions have been duly authorized by the Company Board and, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions, other than the approval of the 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 “Company Requisite Vote”) and the filing of the Certificate of Merger 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 of this Agreement hereof by the other parties heretoParent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (iib) the remedy of 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. The vote of the holders of a majority of the outstanding shares of Company Common Stock is required to adopt and approve an agreement of merger in accordance with the DGCL. Neither the Company nor its subsidiaries is a “TID U.S. business” as defined in 31 C.F.R. § 800.248.

Authorization; Validity of Agreement; Company Action. The Company has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining and has the Company Stockholder Approval if required by applicable Law to consummate the Merger, full corporate power and authority to perform its obligations hereunder and to consummate the transactions provided for or contemplated by this Agreement, including, but not limited to, 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 contemplated by this AgreementTransactions, have been duly and validly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the MergerDirectors and, no other corporate action or proceeding on the part of the Company is necessary (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of two-thirds of the Shares) to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretoParent and Purchaser, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights and remedies generally generally, and (ii) the remedy of 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.

Authorization; Validity of Agreement; Company Action. (a) The Company has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Mergernecessary approval of its shareholders, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreementhereby, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors)Directors and, and except for those actions contemplated by Section 1.2(a) hereof and obtaining the Company Stockholder Approval, if required approval of its shareholders as contemplated by applicable Law to consummate the MergerSection 1.8 hereof, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this Agreementhereby. 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 of this Agreement hereof by the other parties hereto, constitutes there to) is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights and remedies generally generally, and (ii) the remedy of 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. (b) The Board of Directors of the Company has 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. The Board of Directors of the Company also has approved the transactions contemplated by this Agreement for the purposes of rendering the provisions of Section 912 of the NYBCL inapplicable to such transactions.

Authorization; Validity of Agreement; Company Action. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the MergerAgreement, to perform its obligations hereunder and, subject to the receipt of the Company Stockholder Approval and the filing of the certificate of merger with the Delaware Secretary of State in accordance with Delaware Law, to consummate the transactions contemplated by this AgreementMerger. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated Merger by this Agreementthe Company, have been duly and validly authorized by the Board and approved by all necessary no other corporate action on the part of the Company (including by its Board of Directors)Company, and except for the Company Stockholder Approvalpursuant to Delaware Law or otherwise, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement Agreement, and the consummation by it of the transactions contemplated Merger by the Company subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval and the filing of the certificate of merger with the Delaware Secretary of State in accordance with Delaware Law. The affirmative vote to adopt this AgreementAgreement of the holders of a majority of the outstanding shares of Company Stock is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretoParent and Merger Subsidiary, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (iib) the remedy of 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite full corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Mergernecessary approval of its shareholders, to perform its obligations hereunder under this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreementhereby, have been duly authorized and approved by all necessary corporate action on the part Company Board and, except for obtaining the approval by the Company's shareholders of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the MergerAmended Articles, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this Agreementhereby. 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 of this Agreement hereof by the other parties heretoInvestors), constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights and remedies generally generally, and (ii) the remedy of 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.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate all necessary power and authority to execute and deliver this Agreement and, subject to obtaining and the Company Stockholder Approval if required by applicable Law to consummate the Plan of Merger, to perform its obligations hereunder and and, subject to receipt of the Shareholder Approval, to consummate the transactions contemplated by this AgreementMerger and the other Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Plan of Merger, and the consummation of the Merger and the other Transactions, have been duly and validly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the Plan of Merger, and the consummation by it of the transactions contemplated by this AgreementTransactions, subject, in the case of the Merger, to receipt of the Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the other parties heretoParent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such the enforcement hereof may be subject to applicable limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting relating to creditors’ rights and remedies generally generally, and (iib) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) (collectively, (a) and (b), the remedy of 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“Enforceability Exceptions”).