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

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and, subject to obtaining approval by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock of the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholder Approval"), to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Sub, respectively, and, subject to obtaining the Parent Stockholder Approval, no other corporate actions on the part of Parent and Sub are necessary to authorize the execution and delivery of this Agreement or such Ancillary Agreements and the consummation by each of them of the transactions contemplated hereby and thereby. Each of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party has been duly executed and delivered by Parent or Sub, as the case may be, and if applicable, the Parent's stockholders and affiliates, assuming each of this Agreement and such Ancillary Agreements constitutes a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation of Parent or Sub, as the case may be, and Parents stockholders and affiliates enforceable against Parent, Sub or Parent's stockholders and affiliates, as the case may be, in accordance with their respective terms, in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, 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. The shares of Parent Common Stock to be issued pursuant to the Merger, upon receipt of the Parent Stockholder Approval, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and, subject to obtaining approval by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock of the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholder Approval"), and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Sub, respectively, and, subject to obtaining the Parent Stockholder Approval, and no other corporate actions on the part of Parent and Sub are necessary to authorize the execution and delivery of this Agreement or such Ancillary Agreements and the consummation by each of them of the transactions contemplated hereby and thereby. Each of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party has been duly executed and delivered by Parent or Sub, as the case may be, and if applicable, the Parent's stockholders and affiliates, assuming each of this Agreement and such Ancillary Agreements constitutes a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation of Parent or Sub, as the case may be, and Parents stockholders and affiliates enforceable against Parent, Sub Parent or Parent's stockholders and affiliatesSub, as the case may be, in accordance with their respective terms, in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, 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. The shares of Parent Common Stock to be issued pursuant to the Merger, upon receipt of the Parent Stockholder Approval, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub has full the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and, subject to obtaining approval by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock of the issuance of Parent Common Stock Shareholder Approval as described in connection with the Merger (the "Parent Stockholder Approval")Section 5.17, to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Parent and Sub of this Agreement, approval of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action of Parent and Sub (the written consent of the sole shareholder of which has not been modified or revoked), and no other action on the part of Parent or Sub is necessary to authorize the execution and Sub, respectively, delivery by Parent and Sub of this Agreement and, subject to obtaining the Parent Stockholder ApprovalShareholder Approval as described in Section 5.17, no other corporate actions on the part of Parent and Sub are necessary to authorize the execution and delivery of this Agreement or such Ancillary Agreements and the consummation by each of them of the transactions contemplated hereby (other than, with respect to the Merger, executing and thereby. Each delivering the Bermuda Merger Agreement and performing the obligations of Sub set forth thereunder), the filing of the Merger Application with the Registrar pursuant to the Companies Act and the approval of this Agreement and the Ancillary Agreements to transactions contemplated hereby (collectively the “Statutory Merger Formalities”) by Parent in its capacity as sole shareholder of Sub (which each approval shall be provided by the written consent of Parent and Sub, respectively, is a party immediately following execution of this Agreement). This Agreement has been duly executed and delivered by Parent or Sub, as the case may be, and if applicable, the Parent's stockholders and affiliatesSub and, assuming each of this Agreement due and such Ancillary Agreements constitutes valid authorization, execution and delivery hereof by the Company, is a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation each of Parent or and Sub, as the case may be, and Parents stockholders and affiliates enforceable against Parent, Sub or Parent's stockholders and affiliates, as the case may be, in accordance with their respective terms, each of them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, fraudulent conveyance, 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. The shares of Parent Common Stock to be issued pursuant to the Merger, upon receipt of the Parent Stockholder Approval, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Merger Sub has full corporate organizational power and authority to execute and deliver this Agreement, the Contribution Agreement and the Ancillary Agreements any other documents to which it Parent or Merger Sub is specified to be a party andparty, subject to obtaining approval by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock of the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholder Approval"), perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Merger, the Manager Contribution and therebythe other Transactions to which Parent or Merger Sub is a party. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Ancillary Agreements to which each of Parent and SubContribution Agreement, respectively, is a party and the consummation by Parent and Sub each of them of the Merger Merger, the Manager Contribution and of the other transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate organizational action on the part of Parent and Merger Sub, respectively, and, subject to obtaining the Parent Stockholder Approval, and no other corporate actions action on the part of any of Parent and Merger Sub, pursuant to the Parent Governing Documents, the Merger Sub are Governing Documents, the DLLCA, the MGCL or otherwise, is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement, the Contribution Agreement or such Ancillary Agreements and the consummation by each of them of the transactions contemplated hereby and thereby. Each of this Agreement Merger, the Manager Contribution and the Ancillary Agreements other Transactions, subject, in the case of the Merger, to which each the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by the SDAT, the filing of the Certificate of Merger with, and acceptance for record of the Certificate of Merger by the Delaware Secretary and, in the case of the Share Issuance in connection with the Merger and the Manager Contribution, to the receipt of the Parent and Sub, respectively, is a party Shareholder Approval. This Agreement has been duly executed and delivered by Parent or Suband Merger Sub and, as the case may beassuming due and valid authorization, execution and if applicabledelivery hereof by Company, the Parent's stockholders Company Investors and affiliatesCompany Operating Partnership, assuming each of this Agreement and such Ancillary Agreements constitutes is a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation each of Parent or Sub, as the case may be, and Parents stockholders and affiliates Merger Sub enforceable against Parent, Sub or Parent's stockholders and affiliates, as the case may be, in accordance with their respective terms, each of them in accordance with its respective terms, except that (i) such the enforcement hereof may be subject to applicable limited by (a) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting 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 of the court before which any whether enforceability is considered in a proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, upon receipt of the Parent Stockholder Approval, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsequity or at Law).

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and the Ancillary Agreements to which it is a party and, subject to obtaining approval by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock of the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholder Approval"), to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Ancillary Agreements to which consummation by each of Parent and Sub, respectively, is a party and the consummation by Parent and Sub them of the Merger and of the other transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, respectively, and, subject to obtaining the Parent Stockholder Approval, and no other corporate actions action on the part of either Parent and Sub are Merger Sub, pursuant to the DGCL, the MGCL or otherwise, is necessary to authorize the execution and delivery of this Agreement or such Ancillary Agreements by Parent and the consummation by each of them of the transactions contemplated hereby and thereby. Each Merger Sub of this Agreement and the Ancillary Agreements consummation by them of the Transactions, subject, in the case of the Merger, to which each the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware Secretary and, in the case of the issuance of Parent Common Stock in connection with the Merger, to the receipt of the Parent Stockholder Approval and Subthe filing with, respectivelyand acceptance for record by the SDAT of Articles of Amendment to the Parent’s charter to effect the Parent Stock Charter Amendment and, is a party in the case of the declassification of the Parent Board of Directors, to the approval of the Parent Declassification Charter Amendment by the affirmative vote of holders of Parent Common Stock entitled to cast at least 80% of the votes entitled to be cast thereon and the filing with, and acceptance for record by, the SDAT of Articles of Amendment to Parent’s charter to effect the Parent Declassification Charter Amendment. This Agreement has been duly executed and delivered by Parent or Sub, as the case may be, and if applicable, the Parent's stockholders and affiliatesMerger Sub and, assuming each of this Agreement due and such Ancillary Agreements constitutes valid authorization, execution and delivery hereof by the Company and the Company Operating Partnership, is a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation each of Parent or Sub, as the case may be, and Parents stockholders and affiliates Merger Sub enforceable against Parent, Sub or Parent's stockholders and affiliates, as the case may be, in accordance with their respective terms, each of them in accordance with its respective terms, except that (i) such the enforcement hereof may be subject to applicable limited by (a) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting 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 of the court before which any whether enforceability is considered in a proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, upon receipt of the Parent Stockholder Approval, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsequity or at Law).

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub MergerCo has full all requisite corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and, subject to obtaining approval by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock of the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholder Approval")party, to consummate the transactions contemplated hereby and therebythereby and to perform its obligations hereunder and thereunder, subject to the approval of the issuance of shares of Parent Class A Common Stock and Parent Common Stock in the Merger for purposes of the NYSE Rule (the “Parent Share Issuance”), the approval of the Parent Charter Amendment and the approval of the Merger pursuant to Article 4(D)(2) of the Parent Charter by the applicable Required Parent Stockholder Votes. The execution, delivery and performance by each of Parent and MergerCo of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, it is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on behalf of Parent, except for the part of Parent and Sub, respectively, and, subject to obtaining the Required Parent Stockholder ApprovalVotes, and by all necessary limited liability company action on behalf of MergerCo, and no other corporate actions action on the part of either Parent and Sub are or MergerCo is necessary to authorize the execution and delivery by Parent and MergerCo of this Agreement or such any of the Ancillary Agreements and to which it is a party, the consummation by each of them of the transactions contemplated hereby or thereby and therebythe performance of their respective obligations hereunder or thereunder. Each of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, it is a party has been duly executed and delivered by each of Parent or Sub, as the case may be, and if applicable, the Parent's stockholders and affiliatesMergerCo and, assuming each of this Agreement due and such Ancillary Agreements constitutes valid authorization, execution and delivery hereof and thereof by the Company and the other parties thereto, is a legal, valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation each of Parent or Suband MergerCo, as the case may be, and Parents stockholders and affiliates enforceable against Parent, Sub or Parent's stockholders and affiliates, as the case may be, in accordance with their respective terms, each of them in accordance with its respective terms, except that such enforceability (ia) such enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (b) is subject to applicable bankruptcygeneral principles of equity, insolvency whether considered in a proceeding at law or other similar laws, now or hereafter in effect, affecting creditors' rights generally, equity (the “Bankruptcy 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. The shares of Parent Common Stock to be issued pursuant to the Merger, upon receipt of the Parent Stockholder Approval, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsEquity Exception”).

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub has full the requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements other Transaction Documents to which it each is a party andparty, subject to obtaining approval by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock of the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholder Approval"), perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby (including the Merger) and thereby. The execution, delivery and performance by each of Parent and Sub of this Agreement and each of the Ancillary Agreements other Transaction Documents to which each of Parent and Sub, respectively, is a party party, and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby (including the Merger) and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of Parent and Sub, respectively, and, subject to obtaining the Parent Stockholder Approval, Sub and no other corporate actions action on the part of Parent or Sub is necessary to adopt this Agreement and each of the other Transaction Documents to which Parent or Sub are necessary is a party or to authorize the execution and delivery by each of Parent and Sub of this Agreement and each of the other Transaction Documents to which Parent or such Ancillary Agreements Sub is a party and the consummation by each of them Parent and Sub of the transactions contemplated hereby (including the Merger) and thereby. Each This Agreement has been, and as of this Agreement and the Ancillary Agreements Closing Date each of the other Transaction Documents to which each of Parent and Sub, respectively, or Sub is a party has been will have been, duly executed and delivered by Parent or and Sub, as applicable, and, assuming due and valid authorization, execution and delivery hereof and, to the case may extent applicable, thereof by the Company, this Agreement is, and each of such other Transaction Documents shall be, and if applicable, the Parent's stockholders and affiliates, assuming each of this Agreement and such Ancillary Agreements constitutes a valid and binding obligation of the other parties hereto and thereto, constitutes a legally valid and binding obligation of Parent or Sub, as the case may be, and Parents stockholders and affiliates enforceable against Parent, Sub or Parent's stockholders and affiliates, as the case may be, in accordance with their respective terms, them in accordance with its respective terms, except that (i) 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, 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. The shares of Parent Common Stock to be issued pursuant to the Merger, upon receipt of the Parent Stockholder Approval, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub The Purchaser has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to which it is a party and, subject to obtaining approval by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock of the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholder Approval"), to consummate the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution, delivery and performance by the Purchaser of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the board of directors of the Purchaser, and no other corporate action on the part of Parent and Sub, respectively, and, subject to obtaining the Parent Stockholder Approval, no other corporate actions on the part of Parent and Sub are Purchaser is necessary to authorize the execution and delivery by the Purchaser of this Agreement or such and the Ancillary Agreements and or the consummation by each of them of the transactions contemplated hereby and thereby. Each No vote of, or consent by, the holders of any class or series of stock or Voting Debt issued by the Purchaser is necessary to authorize the execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which each or the consummation by it of Parent the transactions contemplated hereby and Sub, respectively, is a party thereby. This Agreement has been duly executed and delivered by Parent or Subthe Purchaser, as the case may be, and if applicable, the Parent's stockholders and affiliatesand, assuming due and valid authorization, execution and delivery hereof by the Seller, this Agreement is and each of this Agreement and such the Ancillary Agreements constitutes will be prior to or at the Closing, a valid and binding obligation of the other parties hereto and theretoPurchaser, constitutes a valid and binding obligation of Parent or Sub, as the case may be, and Parents stockholders and affiliates enforceable against Parent, Sub or Parent's stockholders and affiliates, as the case may be, in accordance with their respective terms, Purchaser in accordance with its respective terms, terms except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency or insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws, now or hereafter in effect, laws of general application affecting enforcement of creditors' ’ rights generally, generally and (ii) the availability of the remedy of specific performance and or injunctive and or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, upon receipt of the Parent Stockholder Approval, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and the each Ancillary Agreements Agreement to which it is a party and, subject to obtaining approval by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock of the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholder Approval"), and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the each Ancillary Agreements Agreement to which each of Parent and Sub, respectively, it is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the boards of directors of each of Parent and Merger Sub; as the sole shareholder of Merger Sub, Parent has approved the Merger and this Agreement; and no other corporate action authority or approval on the part of Parent and Sub, respectively, and, subject to obtaining the Parent Stockholder Approval, no other corporate actions on the part of Parent and or Merger Sub are is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement or such Ancillary Agreements and the consummation by each of them of the transactions contemplated hereby and thereby. Each of this Agreement and the Ancillary Agreements to which they are a party executed contemporaneously herewith has been, and each of Parent the Ancillary Agreements to be executed after the date hereof will be, duly and Sub, respectively, is a party has been duly validly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof and thereof by the Company and the other parties to each Ancillary Agreement, is, or Sub, as in the case may of any Ancillary Agreements to be executed after the date hereof, will be, and if applicable, the Parent's stockholders and affiliates, assuming each of this Agreement and such Ancillary Agreements constitutes a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation each of Parent or Sub, as the case may be, and Parents stockholders and affiliates Merger Sub enforceable against Parent, Sub or Parent's stockholders and affiliates, as the case may be, in accordance with their respective terms, each of them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, 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. The shares of Parent Common Stock to be issued pursuant to the Merger, upon receipt of the Parent Stockholder Approval, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Authorization; Validity of Agreement; Necessary Action. (a) Each Subject to the approval of Parent and Sub its stockholders, Purchaser has full the corporate power and authority to execute and deliver this Agreement and all the Ancillary Agreements to which it is a party andagreements and documents contemplated hereby, subject to obtaining approval by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock of the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholder Approval"), and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Purchaser of this Agreement and all the Ancillary Agreements to which each of Parent agreements and Subdocuments contemplated hereby, respectively, is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby hereby, have been duly and validly authorized by all necessary corporate proceedings, subject to stockholder approval by a majority of all stockholders entitled to vote, and no other corporate action on the part of Parent and Sub, respectively, and, subject to obtaining the Parent Stockholder Approval, no other corporate actions on the part of Parent and Sub are Purchaser is necessary to authorize the execution and delivery by Purchaser of this Agreement or such Ancillary Agreements and all the agreements and documents contemplated hereby, and the consummation by each of them it of the transactions contemplated hereby hereby. Stockholders holding or otherwise controlling the right to vote not less than 41.8% of the outstanding voting shares of the Purchaser have executed and therebydelivered Voting Agreements to the Seller. Each of this This Agreement and all the Ancillary Agreements to which each of Parent agreements and Subdocuments contemplated hereby, respectively, is a party has have been duly executed and delivered by Parent or SubPurchaser and by certain of its stockholders as appropriate (and assuming due and valid authorization, as the case may be, execution and if applicable, the Parent's stockholders and affiliates, assuming each of this Agreement and such Ancillary Agreements constitutes delivery hereof by Seller) is a valid and binding obligation of the other parties hereto Purchaser and thereto, constitutes a valid and binding obligation of Parent or Subsuch stockholders, as the case may beappropriate, and Parents stockholders and affiliates enforceable against Parent, Sub or Parent's stockholders and affiliates, as the case may be, in accordance with their respective terms, them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium 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. The shares of Parent Common Stock to be issued pursuant to the Merger, upon receipt of the Parent Stockholder Approval, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.