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

Authorization; Validity of Agreement; Company Action. 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, subject to obtaining Company Stockholder approval thereof to the extent required by the DGCL and the Company’s Amended and Restated Certificate of Incorporation, as amended, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this 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 have been duly authorized by its Board of Directors, and, except for obtaining the approval of the Company Stockholders described in Section 4.23, no other corporate action 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. This Agreement 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 thereof by Parent and Merger Subsidiary and any other parties thereto, each of them is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that (a) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, or (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.

Authorization; Validity of Agreement; Company Action. The Company Each of the Purchaser and the Parent has full all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time, and, subject to obtaining Company Stockholder approval thereof to the extent required by the DGCL and the Company’s Amended and Restated Certificate of Incorporation, as amendedit hereunder, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by each of the Company Purchaser and the Parent of this Agreement Agreement, and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time and the performance of its obligations it hereunder and thereunder and the consummation by it the Purchaser and the Parent of the Transactions transactions contemplated hereunder and thereunder, have been duly and validly authorized by its Board the board of Directors, and, except for obtaining the approval directors of each of the Company Stockholders described in Section 4.23, 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, delivery and 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 TransactionsArrangement. This Agreement has been duly and each instrument required hereby to be validly executed and delivered by the Company prior to Purchaser and the Effective Time have been duly executed and delivered by the Company Parent and, assuming due and valid authorization, execution and delivery thereof of this Agreement by Parent and Merger Subsidiary and any other parties theretothe Company, each of them 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 to as the extent that (a) such enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar Laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally, or (b) generally and 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 Each of the Purchaser and Acquireco has full all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time, and, subject to obtaining Company Stockholder approval thereof to the extent required by the DGCL and the Company’s Amended and Restated Certificate of Incorporation, as amendedit hereunder, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by the Company Purchaser and Acquireco of this Agreement Agreement, the Arrangement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time and the performance of its obligations it hereunder and thereunder and the consummation by it the Purchaser and Acquireco of the Transactions transactions contemplated hereunder and thereunder, have been duly and validly authorized by its Board the board of Directors, and, except for obtaining the approval directors of each of the Company Stockholders described in Section 4.23, Purchaser and Acquireco and no other corporate action proceeding on the part of the Company Purchaser or Acquireco is necessary to authorize the execution, delivery and 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 TransactionsArrangement. This Agreement has been duly and each instrument required hereby to be validly executed and delivered by the Company prior to the Effective Time have been duly executed Purchaser and delivered by the Company Acquireco and, assuming due and valid authorization, execution and delivery thereof of this Agreement by Parent and Merger Subsidiary and any other parties theretothe Company, each of them 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 to as the extent that (a) such enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar Laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally, or (b) generally and 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 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 Company Stockholder approval thereof to the extent required by the DGCL Basic Document and the Company’s Amended and Restated Certificate of Incorporation, as amendedWarrants, to perform its obligations hereunder issue the Preferred Shares and thereunder the Warrants and to consummate the Transactionstransactions contemplated hereby and thereby. The Certificate of Designation has been duly approved by the Company and filed with the Secretary of State of the State of Delaware. The execution, delivery and performance by the Company of this Agreement and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time Basic Document and the performance of its obligations hereunder and thereunder Warrants and the consummation by it of the Transactions transactions contemplated hereby and thereby have been duly authorized by its the Board of Directors, and, except for obtaining the approval Directors of the Company Stockholders described in Section 4.23, and no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, delivery and or performance by the Company of this Agreement and any Basic Document or Warrant, the issuance of any Preferred Shares or Warrants or the consummation by it of the Transactionstransactions contemplated hereby and thereby. This Agreement, the Warrants and the Registration Rights Agreement 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, and (assuming due and valid authorization, execution and delivery thereof hereof by Parent and Merger Subsidiary and any the other parties hereto and thereto, each of them is a ) this Agreement and the other Basic Documents are valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its their terms, except to the extent that (ai) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally, or and (bii) 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 Each of the Purchaser and Acquireco has full all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time, and, subject to obtaining Company Stockholder approval thereof to the extent required by the DGCL and the Company’s Amended and Restated Certificate of Incorporation, as amendedit hereunder, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by the Company Purchaser and Acquireco of this Agreement Agreement, the Arrangement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time and the performance of its obligations it hereunder and thereunder and the consummation by it the Purchaser and Acquireco of the Transactions transactions contemplated hereunder and thereunder, have been duly and validly authorized by its Board the board of Directors, and, except for obtaining the approval directors of each of the Company Stockholders described in Section 4.23, Purchaser and Acquireco and no other corporate action proceeding on the part of the Company Purchaser or Acquireco is necessary to authorize the execution, delivery and 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 TransactionsArrangement, other than (i) the approval of the Purchaser Circular by the FCA, and (ii) the approval of the Purchaser Circular by the Purchaser Board, and (iii) the approval of the Purchaser Resolution by the Purchaser Shareholders at the Purchaser Meeting, as required by applicable Laws. This Agreement has been duly and each instrument required hereby to be validly executed and delivered by the Company prior to the Effective Time have been duly executed Purchaser and delivered by the Company Acquireco and, assuming due and valid authorization, execution and delivery thereof of this Agreement by Parent and Merger Subsidiary and any other parties theretothe Company, each of them 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 to as the extent that (a) such enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar Laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally, or (b) generally and 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 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 Company Stockholder approval thereof to the extent required by the DGCL and the Company’s Amended and Restated Certificate of Incorporation, as amended, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this 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 have been duly authorized by its Board of Directors, and, except for obtaining the approval of the Company Stockholders described in Section 4.23, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company Acquisition of this Agreement and the consummation by it of the TransactionsMerger by the Company and Acquisition are within the corporate powers and authority of each of the Company and Acquisition and have been duly authorized by all necessary corporate action, as the case may be, on the part of each of the Company and Acquisition. Each of the Company, as sole stockholder of Acquisition, and the Board of Directors of Acquisition has approved the Merger and no further corporate or stockholder action is required on the part of Acquisition in connection with the consummation of the Merger other than the filing of the Certificate of Merger as contemplated by this Agreement. This Agreement and each instrument required hereby to be executed and delivered by the Company prior to the Effective Time have has been duly executed and delivered by each of the Company and Acquisition and, assuming due this Agreement constitutes the valid and valid authorizationbinding agreement of Marvel, execution and delivery thereof by Parent and Merger Subsidiary and any other parties thereto, each of them is constitutes a valid and binding obligation of each of the CompanyCompany and Acquisition, enforceable against the Company each such party in accordance with its terms, except to the extent that (a) such enforcement may be subject to applicable bankruptcy, insolvency or other insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws, now or hereafter in effect, laws affecting creditors’ ' rights generally, or (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses remedies and to general principles of equity. The execution and delivery of this Agreement does not, and the discretion consummation of the court before which transactions contemplated by this Agreement and compliance with the provisions of this Agreement, will not conflict with any proceeding therefor may be broughtof the provisions of the Acquisition Certificate or Acquisition By-Laws.

Authorization; Validity of Agreement; Company Action. The Company has full all necessary 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 Company Stockholder approval thereof to the extent required by the DGCL and the Company’s Amended and Restated Certificate of Incorporation, as amendedAgreement, to perform its obligations hereunder and thereunder 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 Transactionstransactions contemplated by this Agreement, including the Merger. The execution, delivery and performance by the Company of this 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 Agreement, and the consummation by it of the Transactions transactions contemplated by this Agreement, including the Merger, have been duly and validly authorized by its the Company Board of Directors, and, except for obtaining the approval of the Company Stockholders described in Section 4.23, and no other corporate action 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 Transactionstransactions contemplated by this Agreement, including the Merger. This Agreement and each instrument required hereby to be executed and delivered by the Company prior to the Effective Time have has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof of this Agreement by Parent and Merger Subsidiary and any other parties theretoSub, 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 (a) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting Laws relating to creditors’ rights generally, or (b) 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.

Authorization; Validity of Agreement; Company Action. The Company GTI has full all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time, and, subject to obtaining Company Stockholder approval thereof to the extent required by the DGCL and the Company’s Amended and Restated Certificate of Incorporation, as amendedit hereunder, to perform its obligations hereunder and thereunder and, subject to obtaining the GTI Shareholder Approval in the manner required by the Interim Order and approval of the Court, to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by the Company GTI of this Agreement Agreement, the Arrangement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time and the performance of its obligations it hereunder and thereunder and the consummation by it GTI of the Transactions transactions contemplated hereunder and thereunder, have been duly and validly authorized by its Board of Directorsthe GTI Board, and, except for obtaining the approval of the Company Stockholders described in Section 4.23, and no other corporate action proceeding on the part of the Company GTI is necessary to authorize the execution, delivery and performance by the Company GTI of this Agreement and the consummation agreements and other documents to be entered into by it hereunder or the consummation of the TransactionsArrangement, other than obtaining the approval by the GTI Board of the Information Circular and the GTI Shareholder Approval in the manner required by the Interim Order and approval by the Court. This Agreement has been duly and each instrument required hereby to be validly executed and delivered by the Company prior to the Effective Time have been duly executed and delivered by the Company GTI and, assuming due and valid authorization, execution and delivery thereof of this Agreement by Parent and Merger Subsidiary and any other parties theretoYooma, each of them is a valid and binding obligation of the Company, GTI enforceable against the Company it in accordance with its terms, except to as the extent that (a) such enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar Laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally, or (b) generally and 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 Novadaq has full all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time, and, subject to obtaining Company Stockholder approval thereof to the extent required by the DGCL and the Company’s Amended and Restated Certificate of Incorporation, as amendedit hereunder, to perform its obligations hereunder and thereunder and, subject to obtaining the Novadaq Shareholder Approval in the manner required by the Interim Order and approval of the Court, to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by the Company Novadaq of this Agreement Agreement, the Arrangement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time and the performance of its obligations it hereunder and thereunder and the consummation by it Novadaq of the Transactions transactions contemplated hereunder and thereunder, have been duly and validly authorized by its Board of Directorsthe Novadaq Board, and, except for obtaining the approval of the Company Stockholders described in Section 4.23, and no other corporate action proceeding on the part of the Company Novadaq is necessary to authorize the execution, delivery and performance by the Company Novadaq of this Agreement and the consummation agreements and other documents to be entered into by it hereunder or the consummation of the TransactionsArrangement, other than obtaining the approval by the Novadaq Board of the Novadaq Circular and the Novadaq Shareholder Approval in the manner required by the Interim Order and approval by the Court. This Agreement has been duly and each instrument required hereby to be validly executed and delivered by the Company prior to the Effective Time have been duly executed and delivered by the Company Novadaq and, assuming due and valid authorization, execution and delivery thereof of this Agreement by Parent Stryker and Merger Subsidiary and any other parties theretoAcquireco, each of them is a valid and binding obligation of the Company, Novadaq enforceable against the Company Novadaq in accordance with its terms, except to as the extent that (a) such enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar Laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally, or (b) generally and 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 full the requisite 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 affirmative vote for approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger, by (i) the holders of a majority of the outstanding shares of Common Stock, excluding those holders who are members of the Company Stockholder approval thereof Board and party to a Contribution Agreement, represented and voting and (ii) the extent required by holders of a majority of the DGCL and outstanding shares of Common Stock (the “Company Shareholder Approval”) on the record date for the meeting of the Company’s Amended shareholders (the “Company Shareholders Meeting”) to consider the approval and Restated Certificate adoption of Incorporation, as amendedthis Agreement under the CCC (“Company Voting Proposal”), to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby. The Strategic Committee has determined that the transactions contemplated hereby are advisable and fair to and in the best interests of the Company and its shareholders and has recommended that the full Company Board approve this Agreement and the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and each instrument required hereby to be executed and delivered the consummation 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 transactions contemplated hereby have been duly authorized by its the Company Board of Directors, and, except for obtaining (acting upon the approval unanimous recommendation of the Company Stockholders described in Section 4.23Strategic Committee), and no other corporate action on the part of the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement and Agreement, except for the consummation by it Company Shareholder Approval of the TransactionsCompany Voting Proposal. This Agreement and each instrument required hereby to be executed and delivered by the Company prior to the Effective Time have has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof by Parent and 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 (a) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally, or (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.

Authorization; Validity of Agreement; Company Action. The Company has full all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Timeit hereunder, and, subject to obtaining the Company Stockholder approval thereof to Shareholder Approval in the extent manner required by the DGCL Interim Order and approval of the Company’s Amended and Restated Certificate of Incorporation, as amendedCourt, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement Agreement, the Arrangement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time and the performance of its obligations it hereunder and thereunder and the consummation by it the Company of the Transactions transactions contemplated hereunder and thereunder, have been duly and validly authorized by its Board of Directors, and, except for obtaining the approval of the Company Stockholders described in Section 4.23Board, and no other corporate action 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 agreements and other documents to be entered into by it hereunder or the consummation of the TransactionsArrangement, other than obtaining the approval by the Company Board of the Company Circular, the Company Shareholder Approval in the manner required by the Interim Order and Law and approval by the Court. This Agreement and each instrument required hereby to be executed and delivered by the Company prior to the Effective Time have has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof of this Agreement by Parent the Purchaser and Merger Subsidiary and any other parties theretoAcquireco, each of them is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except to as the extent that (a) such enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar Laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally, or (b) generally and 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 Each of Stryker and Acquireco has full all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time, and, subject to obtaining Company Stockholder approval thereof to the extent required by the DGCL and the Company’s Amended and Restated Certificate of Incorporation, as amendedit hereunder, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by the Company Stryker and Acquireco of this Agreement Agreement, the Arrangement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time and the performance of its obligations it hereunder and thereunder and the consummation by it Stryker and Acquireco of the Transactions transactions contemplated hereunder and thereunder, have been duly and validly authorized by its Board the board of Directorsdirectors of each of Stryker and Acquireco, andand by Stryker as the sole shareholders of Acquireco, except for obtaining the approval of the Company Stockholders described in Section 4.23, and no other corporate action proceeding on the part of the Company Stryker or Acquireco is necessary to authorize the execution, delivery and performance by the Company Stryker and Acquireco of this Agreement and the consummation agreements and other documents to be entered into by it hereunder or the consummation of the TransactionsArrangement. This Agreement has been duly and each instrument required hereby to be validly executed and delivered by the Company prior to the Effective Time have been duly executed Stryker and delivered by the Company Acquireco and, assuming due and valid authorization, execution and delivery thereof of this Agreement by Parent and Merger Subsidiary and any other parties theretoNovadaq, each of them is a valid and binding obligation of the Company, each of Stryker and Acquireco enforceable against the Company each of them in accordance with its terms, except to as the extent that (a) such enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar Laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally, or (b) generally and 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 Each of Yooma and Subco has full all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time, and, subject to obtaining Company Stockholder approval thereof to the extent required by the DGCL and the Company’s Amended and Restated Certificate of Incorporation, as amendedit hereunder, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by the Company Yooma and Subco of this Agreement Agreement, the Merger and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time and the performance either of its obligations them hereunder and thereunder and the consummation by it Yooma and Subco of the Transactions transactions contemplated hereunder and thereunder, have been duly and validly authorized by its the Yooma Board, the Subco Board of Directorsand the Subco Shareholders, andas applicable, except for obtaining the approval of the Company Stockholders described in Section 4.23, and no other corporate action proceeding on the part of the Company Yooma or Subco is necessary to authorize the execution, delivery and performance by the Company Yooma and Subco of this Agreement and the agreements and other documents to be entered into by them hereunder or the consummation by it of the TransactionsMerger. This Agreement has been duly and each instrument required hereby to be validly executed and delivered by the Company prior to the Effective Time have been duly executed Yooma and delivered by the Company Subco and, assuming due and valid authorization, execution and delivery thereof of this Agreement by Parent and Merger Subsidiary and any other parties theretoSocati, each of them is a valid and binding obligation of the Company, each of Yooma and Subco enforceable against the Company them in accordance with its terms, except to as the extent that (a) such enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar Laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally, or (b) generally and 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 GTI has full all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time, and, subject to obtaining Company Stockholder approval thereof to the extent required by the DGCL and the Company’s Amended and Restated Certificate of Incorporation, as amendedit hereunder, to perform its obligations hereunder and thereunder and, subject to obtaining the GTI Shareholder Approval in the manner required by the Interim Order and approval of the Court, to consummate the Transactionstransactions contemplated hereunder and thereunder. The execution, delivery and performance by the Company GTI of this Agreement Agreement, the Arrangement and each instrument required hereby the agreements and other documents to be executed and delivered entered into by the Company prior to or at the Effective Time and the performance of its obligations it hereunder and thereunder and the consummation by it GTI of the Transactions transactions contemplated hereunder and thereunder, have been duly and validly authorized by its Board of Directorsthe GTI Board, and, except for obtaining the approval of the Company Stockholders described in Section 4.23, and no other corporate action proceeding on the part of the Company GTI is necessary to authorize the execution, delivery and performance by the Company GTI of this Agreement and the consummation agreements and other documents to be entered into by it hereunder or the consummation of the TransactionsArrangement, other than obtaining the approval by the GTI Board of the Information Circular and the GTI Shareholder Approval in the manner required by the Interim Order and approval by the Court. This Agreement has been duly and each instrument required hereby to be validly executed and delivered by the Company prior to the Effective Time have been duly executed and delivered by the Company GTI and, assuming due and valid authorization, execution and delivery thereof of this Agreement by Parent and Merger Subsidiary and any other parties theretoXxxxx, each of them is a valid and binding obligation of the Company, GTI enforceable against the Company it in accordance with its terms, except to as the extent that (a) such enforcement thereof may be subject to applicable limited by bankruptcy, insolvency or and other similar Laws, now or hereafter in effect, applicable Laws affecting the enforcement of creditors’ rights generally, or (b) generally and 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.