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

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, to obtaining the necessary approval of its stockholders, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for those actions obtaining the approval of the Merger from its stockholders as contemplated in Section 1.8, 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 hereby. This Agreement has been duly executed and delivered by the Company, and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights 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 Company Board has approved and taken all corporate action required to be taken by the Company Board for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 of the DGCL inapplicable to such transactions and the Tender Agreements.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, to obtaining the necessary approval of its stockholders, and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for those actions obtaining the approval of the Merger from its stockholders as contemplated in by Section 1.81.8 hereof, 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 hereby. This Agreement has been duly executed and delivered by the CompanyCompany and, subject to the approval of its stockholders as contemplated by Section 1.8 hereof, and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, terms except that (i) such enforcement as may be subject to applicable limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws, laws now or hereafter in effect, affecting effect relating to creditors' rights generally, 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 whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the court before which holders of a majority of the outstanding Shares, voting together as a single class, are the only votes of the holders of any proceeding therefor may be broughtclass or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has approved duly and taken all corporate action required to be taken by the Company Board for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also validly approved the transactions contemplated by this Agreement, including the Transactions, hereby for the purposes of rendering Section 203 of the DGCL. Accordingly, the provisions of Section 203 of the DGCL inapplicable will not apply to such the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger or the other transactions contemplated hereby. (c) The Company Board has taken all necessary action so that (i) the Rights will not be exercisable, trade separately, or be otherwise affected by the Offer, the Merger or the other transactions contemplated hereby, (ii) none of Parent and its affiliates will be deemed to be an "Acquiring Person" for purposes thereof and (iii) a "Distribution Date" shall not occur by virtue of the Offer, the Merger or the other transactions contemplated hereby. The Company will take any action reasonably requested by Parent to ensure and confirm that the Company, Parent and their respective affiliates will not have any obligations in connection with the Rights or the Rights Agreement in connection with the Offer, the Merger and the Tender Agreementsother transactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company Each of the Purchaser and the Parent has full all necessary corporate power and authority to execute and deliver this Agreement and, subject, in and the case of the Mergeragreements and other documents to be entered into by it hereunder, to obtaining the necessary approval of perform its stockholders, obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereunder and thereunder. The execution, delivery and performance by each of the Company Purchaser and the Parent of this Agreement, and the agreements and other documents to be entered into by it hereunder and the consummation by it the Purchaser and the Parent of the transactions contemplated herebyhereunder and thereunder, have been duly and validly authorized by the Company Board and, except for those actions obtaining the approval board of directors of each of the Merger from its stockholders as contemplated in Section 1.8, Purchaser and the Parent and no other corporate action proceeding on the part of the Company Purchaser or the Parent is necessary to authorize the execution execution, delivery and delivery performance by the Company Purchaser and the Parent of this Agreement and the agreements and other documents to be entered into by each hereunder or the consummation by it of the transactions contemplated herebyArrangement. This Agreement has been duly and validly executed and delivered by the CompanyPurchaser and the Parent and, and assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and the Purchaser)Company, is a valid and binding obligation of each of the Company Purchaser and the Parent enforceable against the Company each of them in accordance with its terms, except that (i) such as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) 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. (b) The Company Board has approved and taken all corporate action required to be taken by the Company Board for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 of the DGCL inapplicable to such transactions and the Tender Agreements.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, and to obtaining the necessary approval of perform its stockholders, to consummate the transactions contemplated herebyobligations hereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board and, except for those actions obtaining the approval of Directors of the Merger from its stockholders as contemplated in Section 1.8Company (the “Company Board”), and no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions, except that the Merger requires such approvals as are set forth in the DGCL for mergers to be consummated pursuant to Section 251(h). This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and the Purchaser)Entities, is a 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, reorganization, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights 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 broughtbrought (the “General Enforceability Exceptions”). (b) The Company Board has approved At a meeting duly called and taken all corporate action required to be taken by held, the Company Board for (i) determined that the Transactions are fair to and in the best interests of the Company’s stockholders, (ii) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Transactions and (iii) resolved (subject to Section 203 5.2) to recommend acceptance of the DGCL inapplicable Offer by the stockholders of the Company (such recommendation, the “Company Recommendation”). (c) The Consent Agreement is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to such transactions the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions. A complete and executed copy of the Tender AgreementsConsent Agreement has been delivered to Parent.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and, subject, in the case of the MergerAgreement, to obtaining the necessary approval of perform its stockholders, obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board of Directors and, except for those actions obtaining the approval of the Merger from its stockholders as contemplated in Section 1.8, 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 herebyTransactions, subject, in the case of the Merger, to receipt of the Company Stockholder Approval described in Section 4.3(b), and the filing of the Certificate of Merger as required under the DGCL. This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (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 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 Company Board has approved and taken all corporate action required to be taken by only consent or vote of holders of any class or series of capital stock of the Company Board for necessary under the consummation DGCL to adopt this Agreement is the affirmative vote at a stockholders meeting of the transactions contemplated by this Agreement, including holders of a majority of the TransactionsShares entitled to vote thereon (the “Company Stockholder Approval”). The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 written consent or affirmative vote of the DGCL inapplicable holders of Shares, or any of them, is not necessary to such transactions and consummate any Transaction other than the Tender AgreementsMerger.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, to obtaining the necessary approval of its stockholders, and to consummate the transactions contemplated hereby, 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 hereby, have been duly authorized by the Company its Board of Directors and, except for those actions obtaining the approval of the Merger from its stockholders as contemplated in by Section 1.81.8 hereof, 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 hereby. This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser)other parties thereto, is a 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 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 Board has approved and taken all corporate action required to be taken by the Company Board of Directors for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 of the DGCL inapplicable to such transactions and the Tender Agreements.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, subject to obtaining the necessary approval of its stockholders, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of the transactions contemplated herebyhereby (other than the consummation of the Financing or as contemplated in Section 6.13), have been duly authorized by the Company Board its board of directors and, except for those actions for, with respect to the Merger, obtaining the approval of the Merger from its stockholders as contemplated in Section 1.8stockholders, 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 herebyhereby (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 hereof by the Investor, Parent and the PurchaserSub), is a 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 generally, 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. (b) The Company Board has approved and taken all corporate action required to be taken by the Company Board for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 of the DGCL inapplicable to such transactions and the Tender Agreements.

Authorization; Validity of Agreement; Company Action. (a) The Company Each of the Purchaser and Acquireco has full all necessary corporate power and authority to execute and deliver this Agreement and, subject, in and the case of the Mergeragreements and other documents to be entered into by it hereunder, to obtaining the necessary approval of perform its stockholders, obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereunder and thereunder. The execution, delivery and performance by the Company Purchaser and Acquireco of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by it the Purchaser and Acquireco of the transactions contemplated herebyhereunder and thereunder, have been duly and validly authorized by the Company Board and, except for those actions obtaining the approval board of directors of each of the Merger from its stockholders as contemplated in Section 1.8, Purchaser and Acquireco and no other corporate action proceeding on the part of the Company Purchaser or Acquireco is necessary to authorize the execution execution, delivery and delivery performance by the Company Purchaser and Acquireco of this Agreement and the consummation agreements and other documents to be entered into by it hereunder or the consummation of the transactions contemplated herebyArrangement. This Agreement has been duly and validly executed and delivered by the CompanyPurchaser and Acquireco and, and assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and the Purchaser)Company, is a valid and binding obligation of each of the Company Purchaser and Acquireco enforceable against the Company each of them in accordance with its terms, except that (i) such as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) 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. (b) The Company Board has approved and taken all corporate action required to be taken by the Company Board for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 of the DGCL inapplicable to such transactions and the Tender Agreements.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, to obtaining the necessary approval of its stockholders, and to consummate the transactions contemplated hereby, 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 hereby, have been duly authorized by the Company its Board of Directors and, except for those actions obtaining the approval of the Merger from its stockholders as contemplated in by Section 1.81.9 hereof, 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 hereby. This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser)other parties hereto, is a 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 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 Board has approved and taken all corporate action required to be taken by the Company Board of Directors for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 of the DGCL inapplicable to such transactions and the Tender Agreements.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, to obtaining the necessary approval of its stockholders, and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company Board and, except for those actions obtaining the approval of the Merger from its stockholders as contemplated in by Section 1.81.7 hereof, 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 hereby. This Agreement has been duly executed and delivered by the CompanyCompany and, subject to the approval of its stockholders as contemplated by Section 1.7 hereof, and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, terms except that (i) such enforcement as may be subject to applicable limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws, laws now or hereafter in effect, affecting effect relating to creditors' rights generally, 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 whether enforceability is considered in a proceeding at law or in equity). The affirmative vote of the court before which holders 66 2/3% of the outstanding Shares, voting together as a single class, are the only votes of the holders of any proceeding therefor may be broughtclass or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. (b) The Company Board has duly and validly approved and taken all corporate action required to be taken by the Company Board transactions contemplated hereby for the consummation purposes of Section 912 of the NYBCL. Accordingly, the provisions of Section 912 of the NYBCL will not apply to the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, including the Transactions. The Company Board has also approved Merger or the other transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 of the DGCL inapplicable to such transactions and the Tender Agreementshereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has 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, subjectsubject to obtaining Company Stockholder approval thereof to the extent required by the DGCL and the Company’s Amended and Restated Certificate of Incorporation, in the case of the Mergeras amended, to obtaining the necessary approval of perform its stockholders, obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. 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 hereby, Transactions have been duly authorized by the Company its Board of Directors, and, except for those actions obtaining the approval of the Merger from its stockholders as contemplated Company Stockholders described in Section 1.84.23, no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyTransactions. 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 CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof thereof by the Parent and the Purchaser)Merger Subsidiary and any other parties thereto, each of them is a valid and binding obligation of the Company 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 lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, and 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. (b) The Company Board has approved and taken all corporate action required to be taken by the Company Board for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 of the DGCL inapplicable to such transactions and the Tender Agreements.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, to obtaining the necessary approval of its stockholders, and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the Stock Option Agreement, and the consummation by it of the transactions contemplated herebyhereby and thereby, have been duly authorized by the Company its Board of Directors and, except for those actions obtaining the approval of more than two-thirds of its shareholders of the Merger from its stockholders Agreement in accordance with Section 13.1-718 of the VSCA as contemplated in by Section 1.81.8 here of, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the Stock Option Agreement and the consummation by it of the transactions contemplated herebyhereby and thereby. This Each of this Agreement and the Stock Option Agreement has been duly executed and delivered by the CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof and thereof by the Parent and the Purchaser), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (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 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 Company Board has approved and taken all corporate action required to be taken by of Directors of the Company Board has duly and validly unanimously approved the Transactions, including the Stock Option, the Offer, the acquisition of Shares pursuant to the Offer, the Shareholders Agreement and the Merger, for the consummation purposes of Article 14 and Article 14.1 of the VSCA such that the provisions of Article 14 and Article 14.1 of the VSCA will not apply to the transactions contemplated by this Agreement, including such approval occurring prior to the Transactions. The Company Board has also approved time the transactions contemplated by this AgreementPurchaser became an "interested shareholder", including the Transactions, for the purposes of rendering the provisions of as that term is defined in Section 203 13.1-725 of the DGCL inapplicable to such transactions and the Tender AgreementsVSCA.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and, subject, in the case of the MergerAgreement, to obtaining the necessary approval of perform its stockholders, obligations hereunder and to consummate the transactions contemplated herebyMerger. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyMerger by the Company, have been duly and validly authorized by the Company Board and, except for those actions obtaining the approval of the Merger from its stockholders as contemplated in Section 1.8, Directors and no other corporate action on the part of the Company Company, pursuant to the DGCL or otherwise, is necessary to authorize the execution and delivery by the Company of this Agreement Agreement, and the consummation by it of the transactions contemplated herebyMerger by the Company subject, in the case of the consummation of the Merger, to the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. Assuming that the representations of Parent and Purchaser contained in Section 4.6 are accurate, the affirmative vote of the holders of a majority of all of the Shares entitled to vote on the adoption of the Agreement is the only stockholder vote required to approve the Merger. This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (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 generally, 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. (b) The Company Board has approved and taken all corporate action required to be taken by the Company Board for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 of the DGCL inapplicable to such transactions and the Tender Agreements.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subjectsubject to obtaining, in at the case Company Stockholder Meeting, the affirmative vote of the Merger, holders of a majority of the outstanding shares of Company Common Stock entitled to obtaining vote thereon at the necessary approval Company Stockholder Meeting in favor of its stockholdersthe 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 herebyby 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 herebyby this Agreement, including the Merger, have been duly and validly authorized by the Company Board andof Directors, except for those actions obtaining the approval of the Merger from its stockholders as contemplated in Section 1.8, and no other corporate action proceeding on the part of the Company is necessary to authorize the execution execution, delivery and delivery 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 herebyby this Agreement, including the Merger. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and the Purchaser)Merger Sub, is a 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 Laws relating to creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses generally and to the discretion general principles of the court before which any proceeding therefor may be broughtequity. (b) The Company Board has approved and taken all corporate action required to be taken by the Company Board for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 of the DGCL inapplicable to such transactions and the Tender Agreements.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, subject to obtaining the any necessary approval of its stockholdersstockholders for the Merger, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company its Board and, except for those actions obtaining the approval of the Merger from its stockholders as contemplated in Section 1.8, 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 the consummation by it of the transactions contemplated herebyhereby (other than, with respect to the Merger, obtaining any approval of its stockholders as contemplated by SECTION 1.6 hereof). This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof thereof by the Parent and the Purchaser), is constitutes a 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 laws, now or hereafter in effect, affecting creditors' rights 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 Company Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement and the Merger are fair to and in the best interests of the stockholders of the Company; (ii) duly and validly approved and taken all corporate action required to be taken by the Company Board of Directors for the consummation of the transactions contemplated by this Agreement, including Transactions; and (iii) resolved to recommend that the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 stockholders of the DGCL inapplicable to such transactions Company approve and adopt this Agreement and the Tender AgreementsMerger, and none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and the Voting Agreements, and, subject, in the case of the Merger, subject to obtaining the necessary approval of its stockholdersCompany Stockholder Approval, to consummate the transactions contemplated herebyContemplated Transactions. The (i) execution, delivery and performance by the Company of this Agreement, Agreement and the Voting Agreements, (ii) consummation by it the Company of the transactions contemplated herebyContemplated Transactions, (iii) Company Recommendation and (iv) direction that this Agreement and the Contemplated Transactions be submitted to the Company’s stockholders for the Company Stockholder Approval, have been duly authorized by the Independent Committee and the Board. Except as set forth on Section 4.3 of the Company Board andDisclosure Schedule, and except for those actions obtaining the approval Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the Merger from its stockholders as contemplated in Section 1.8DGCL, 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 herebyContemplated Transactions. This Agreement has been duly executed and delivered by the CompanyCompany and, and subject to the Company Stockholder Approval (assuming due and valid authorization, execution and delivery hereof by the Parent and the PurchaserSub), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement as enforceability may be subject to applicable bankruptcylimited by the Enforceability Exceptions. Each of the Voting Agreements, insolvencywhen duly and executed by the Company, reorganizationwill be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief except as enforceability may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Company Board has approved and taken all corporate action required to be taken limited by the Company Board for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 of the DGCL inapplicable to such transactions and the Tender AgreementsEnforceability Exceptions.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, subject to obtaining the necessary approval approv al of its stockholdersshareholders, to consummate the transactions contemplated hereby. The execution, delivery and performance perfor mance by the Company of this Agreement, and the consummation consumma tion by it of the xx xxe transactions contemplated hereby, have been duly authorized by the Company its Board of Directors and, except for those actions obtaining the approval of the Merger from its stockholders shareholders as contemplated in by Section 1.81.8 hereof, no other corporate action on the part of the Company is necessary to authorize autho rize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed exe cuted and delivered by the Company, Company and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (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 generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable equita ble defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Board of Directors of the Company Board has duly and validly approved and taken all corporate action required to be taken by the Company Board of Directors for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved Offer, the transactions contemplated by this Agreementacquisition of Shares pursuant to the Offer and the Merger, including the Transactionsincluding, for the purposes of rendering but not limited to, all actions required to render the provisions of Section 203 Part Thirteen of the DGCL TBCA restricting business combi nations with certain persons inapplicable to such transactions and the Tender Agreementstransactions.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement andAgreement, to perform its obligations hereunder and to consummate the Transactions subject, in the case of the Merger, to obtaining the necessary approval receipt of its stockholders, to consummate the transactions contemplated herebyShareholder Approval. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board andBoard, except for those actions obtaining the approval of the Merger from its stockholders as contemplated in Section 1.8, 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 Agreement, the performance of its obligations hereunder and the consummation by it of the transactions contemplated herebyTransactions, except that the consummation of the Merger requires the Shareholder Approval. This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming the due and valid authorization, execution and delivery hereof of this Agreement by each of the Parent and the Purchaser)Parties, is a 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, reorganization, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights 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 broughtbrought (the “General Enforceability Exceptions”). (b) The Company Board has approved Assuming the accuracy of the representations and taken all corporate action required to be taken warranties in Section 4.4, the adoption of this Agreement by the Company Board for affirmative vote of the holders of at least two-thirds of the issued and outstanding Shares (the “Shareholder Approval”) is the only vote or consent of the holders of any class or series of the Company’s capital stock, or any of them, that is necessary in connection with the consummation of the transactions contemplated by Merger. (c) As of the Agreement Date, the Company Board at a meeting duly called and held (i) determined that the Merger is fair to and in the best interests of the Company and its shareholders, (ii) authorized, approved and declared advisable the execution, delivery and performance of this AgreementAgreement and the consummation of the Transactions, including the Transactions. The Merger, and (iii) resolved (subject to Section 5.2) to recommend to the Company’s shareholders that they adopt this Agreement (such recommendation, the “Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, Recommendation”) and directed that such matter be submitted for the purposes of rendering the provisions of Section 203 consideration of the DGCL inapplicable to such transactions and Company’s shareholders at the Tender AgreementsShareholders Meeting.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, subject to obtaining the necessary approval of its stockholdersshareholders, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company its Board of Directors and, except for those actions contemplated by Section 1.2(a) hereof and obtaining the approval of the Merger from its stockholders shareholders as contemplated in by Section 1.81.8 hereof, 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 hereby. This Agreement has been duly executed and delivered by the Company and, subject to approval and adoption of this Agreement by the Company, 's shareholders (and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser), other parties there to) is a 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 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 Board has approved and taken all corporate action required to be taken by the Company Board of Directors for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Board of Directors of the Company Board also has also approved the transactions contemplated by this Agreement, including the Transactions, Agreement for the purposes of rendering the provisions of Section 203 912 of the DGCL NYBCL inapplicable to such transactions and the Tender Agreementstransactions.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, subject to obtaining the necessary approval of its stockholdersshareholders, to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Company its Board of Directors and, except for those actions contemplated by Section 1.2(a) hereof and obtaining the approval of the Merger from its stockholders shareholders as contemplated in by Section 1.81.8 hereof, 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 hereby. This Agreement has been duly executed and delivered by the Company and, subject to approval and adoption of this Agreement by the Company, 's shareholders (and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser), other parties thereto) is a 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 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 Board has approved and taken all corporate action required to be taken by the Company Board of Directors for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Board of Directors of the Company Board also has also approved the transactions contemplated by this Agreement, including the Transactions, Agreement for the purposes of rendering the provisions of Section 203 912 of the DGCL NYBCL inapplicable to such transactions and the Tender Agreementstransactions.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, subject to obtaining the necessary approval of its stockholdersStockholder Approval, to consummate the transactions contemplated herebyhereby (the "Transactions"). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herebyTransactions, have been duly and validly authorized by the Company Board andBoard, except for those actions obtaining the approval of the Merger from its stockholders as contemplated in Section 1.8, 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 herebyTransactions, except that the adoption of this Agreement requires the approval (the "Stockholder Approval") of the holders of a majority of the outstanding shares of common stock, par value $0.001 per share, of the Company (the "Company Common Stock"). This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and the Purchaser)other parties hereto, is a 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, reorganization, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' rights 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 Company Board has approved Assuming the accuracy of the representation and taken all corporate action required to be taken by warranty in Section 4.4, the Company Board for Stockholder Approval is the only vote of the holders of any class or series of the Company's capital stock that is necessary in connection with the consummation of the transactions contemplated by this AgreementMerger and the other Transactions. (c) At a meeting duly called and held, including the Transactions. The Company Board has also unanimously adopted resolutions, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, in which the Company Board (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Company's stockholders and declared this Agreement advisable, (ii) approved the transactions contemplated by this Agreement, including Agreement and the Transactions, for (iii) directed that the purposes adoption of rendering this Agreement be submitted to a vote at the provisions of Special Meeting, and (iv) (subject to Section 203 of 5.2) recommended that the DGCL inapplicable Company's stockholders vote to adopt and approve this Agreement (such transactions and recommendation, the Tender Agreements"Company Recommendation").

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject, in the case of the Merger, subject to obtaining the necessary adoption of this Agreement and the approval of its stockholdersthe Mergers by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Special Meeting (the “Company Stockholder Approval”), to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of the transactions contemplated herebyMerger, have been duly and validly authorized by the Company Board (on the recommendation of the Special Committee) and, except for those actions obtaining subject to the approval receipt of the Company Stockholder Approval and the filing of the Certificate of First Merger from its stockholders with the Secretary of State of the State of Delaware as contemplated in Section 1.8required by the DGCL, no other corporate action on the part of the Company is necessary to authorize the execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by it of the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof by the Parent Parent, Merger Sub and the Purchaser)Investment Adviser, is 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 (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, 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. (b) The Company Board has approved and taken all corporate action required to be taken by the Company Board for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 of the DGCL inapplicable to such transactions and the Tender Agreements.

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, to obtaining the necessary approval of its stockholders, and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by it the Company of the transactions contemplated herebyOffer, the Merger and the other Transactions have been duly authorized by the Company Board and, except for those actions obtaining the approval of the Merger from its stockholders as contemplated in Section 1.8, 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 herebyTransactions 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 CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser), is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (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 generally, 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. (b) . The vote of the holders of a majority of the outstanding shares of Company Board has approved and taken all corporate action Common Stock is required to be taken by adopt and approve an agreement of merger in accordance with the Company Board for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 of the DGCL inapplicable to such transactions and the Tender AgreementsDGCL.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject, in the case subject to receipt of the Merger, to obtaining the necessary approval of its stockholdersCompany Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The executionexecution and delivery by the Company of this Agreement, the performance and compliance by the Company with each of its obligations hereunder and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board 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 herebyTransactions, have been duly authorized by subject, in the Company Board and, except for those actions obtaining the approval case of the Merger from its stockholders as contemplated in Section 1.8Merger, no other corporate action on to the part receipt of the Company is necessary to authorize the execution and delivery by the Company of this Agreement Stockholder Approval and the consummation by it filing of the transactions contemplated herebyArticles of Merger with, and acceptance for record by, the SDAT. This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser)Merger Sub, is a legal, valid and binding obligation of the 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 lawsLaws, now or hereafter in effect, affecting relating to creditors' ’ rights 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 Company Board has approved and taken all corporate action required to be taken by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Neither the Company Board for the consummation nor any of its “affiliates” (as defined in Section 3-601 of the transactions contemplated by this AgreementMGCL) is, including or at any time during the Transactions. The Company Board last five(5) years has also approved the transactions contemplated by this Agreementbeen, including the Transactions, for the purposes of rendering the provisions of an “interested stockholder” (as defined in Section 203 3-601 of the DGCL inapplicable to such transactions and the Tender AgreementsMGCL) of Parent.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subjectsubject to obtaining, in at the case Company Stockholder Meeting, the affirmative vote of the Merger, holders of a majority of the outstanding shares of Company Common Stock entitled to obtaining vote thereon at the necessary approval Company Stockholder Meeting in favor of its stockholdersthe 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 herebyby 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 herebyby this Agreement, including the Merger, have been duly and validly authorized by the Company Board andof Directors, except for those actions obtaining the approval of the Merger from its stockholders as contemplated in Section 1.8, and no other corporate action proceeding on the part of the Company is necessary to authorize the execution execution, delivery and delivery 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 herebyby this Agreement, including the Merger. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof of this Agreement by the Parent and the Purchaser)Merger Sub, is a 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 Laws relating to creditors' ’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses generally and to the discretion general principles of the court before which any proceeding therefor may be broughtequity. (b) The Company Board has approved and taken all corporate action required to be taken by the Company Board for the consummation of the transactions contemplated by this Agreement, including the Transactions. The Company Board has also approved the transactions contemplated by this Agreement, including the Transactions, for the purposes of rendering the provisions of Section 203 of the DGCL inapplicable to such transactions and the Tender Agreements.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject, in the case subject to receipt of the Merger, to obtaining the necessary approval of its stockholdersCompany Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The executionexecution and delivery by the Company of this Agreement, the performance and compliance by the Company with each of its obligations hereunder and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board 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 herebyTransactions, have been duly authorized by subject, in the Company Board and, except for those actions obtaining the approval case of the Merger from its stockholders as contemplated in Section 1.8Merger, no other corporate action on to the part receipt of the Company is necessary to authorize the execution and delivery by the Company of this Agreement Stockholder Approval and the consummation by it filing of the transactions contemplated herebyArticles of Merger with, and acceptance for record by, the SDAT. This Agreement has been duly executed and delivered by the CompanyCompany and, and assuming due and valid authorization, execution and delivery hereof by the Parent and the Purchaser)Merger Sub, is a legal, valid and binding obligation of the 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 lawsLaws, now or hereafter in effect, affecting relating to creditors' rights 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 Company Board has approved and taken all corporate action required to be taken by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Neither the Company Board for the consummation nor any of its "affiliates" (as defined in Section 3-601 of the transactions contemplated by this AgreementMGCL) is, including or at any time during the Transactions. The Company Board last five (5) years has also approved the transactions contemplated by this Agreementbeen, including the Transactions, for the purposes of rendering the provisions of an "interested stockholder" (as defined in Section 203 3-601 of the DGCL inapplicable to such transactions and the Tender AgreementsMGCL) of Parent.