Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company hereof and the consummation by the Company of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery hereof by the Parent and Merger Sub, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders Except for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubPurchaser, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the The Company Board has taken all requisite action that is adopted such resolutions as are necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in provisions of Section 203 of the DGCL are inapplicable to the Merger and or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement. No Except for Section 203 of the DGCL (which has been rendered inapplicable), to the knowledge of the Company, no “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and and, subject to approval of its stockholders as contemplated by Section 5.6 hereof, to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, execution and performance by the Company hereof and the consummation delivery by the Company of this Agreement and the Transactions consummation of the transactions contemplated hereby have been duly approved and authorized by the Board of Directors of the Company (the “Company "Board”). The Company Board has directed that ") and, other than adoption of this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing holders of a majority of the Certificate outstanding shares of Merger pursuant to the DGCLCompany Common Stock, no other corporate proceedings on the part of the Company are necessary to approve and authorize the execution, delivery, execution and performance hereof delivery of this Agreement and approval of the Charter Amendment by the Company and the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent Merger Company and Merger SubFinance Company, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ ' rights and remedies generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the Company The Board has taken all requisite action that is adopted such resolutions as are necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in provisions of Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject subject, (i) with respect to the approval and consummation of the First Merger, to adoption of this Agreement by the affirmative vote stockholders of the requisite holders Company in accordance with the DGCL and the certificate of incorporation and bylaws of the outstanding shares Company and (ii) with respect to the consummation of Company Capital Stock (the “Company Required Vote”)Second Merger, to approval of this Agreement and the Second Merger by the board of directors of Merger I Surviving Corporation and the adoption of this Agreement by Parent as the sole stockholder of Merger I Surviving Corporation in accordance with the DGCL and the certificate of incorporation and bylaws of Merger I Surviving Corporation. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof of this Agreement by the Company Required Vote and the filing holders of a majority of the Certificate outstanding shares of Merger pursuant to the DGCLCompany Common Stock, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubParent, is constitutes a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the The restrictions on “business combinations” between the Company and an “interested stockholder” as provided contained in Section 203 of the DGCL are inapplicable do not apply to the Merger and any First Merger. To the knowledge of the other TransactionsCompany, including the Consent Agreements and the transactions contemplated thereby. No no “moratorium,” “control share,” “fair price” or other antitakeover Laws laws are applicable to the First Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The adoption of this Agreement, the approval of the Merger, the execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except and has recommended that the stockholders of the Company approve this Agreement. Except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger Sub, is constitutes a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity. (b) Assuming the accuracy of Section 5.15, the ). The Company Board has taken all requisite action that is necessary so that to render the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 provisions of Sections 78.411 to 78.444, inclusive, of the DGCL are inapplicable to the Merger and any of the other TransactionsNRS, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to that would prohibit the Merger or any of other “combination” (as defined in NRS 78.416), inapplicable to this Agreement, the Merger and the other Transactionstransactions contemplated by this Agreement, including the Consent Agreements and the transactions contemplated therebyStockholder Agreements.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders Except for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubParent, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the The Company Board has taken all requisite action that is adopted such resolutions as are necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in provisions of Section 203 of the DGCL are inapplicable to the Merger and or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement. No Except for Section 203 of the DGCL (which has been rendered inapplicable), to the knowledge of the Company, no “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement.

Authorization; Validity of Agreement. (a) The Company Buyer has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and each other Transaction Document executed or to be executed by the Buyer pursuant to the terms of this Agreement and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by the Company hereof and the consummation by the Company Buyer of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to other Transaction Documents and the Company’s stockholders for approval consummation of the transactions contemplated hereby and adoption at a meeting of such stockholders and, except for the approval thereby have been duly and adoption hereof validly authorized by the Company Required Vote and the filing board of directors of the Certificate of Merger pursuant to the DGCL, Buyer and no other corporate proceedings on the part of the Company Buyer are necessary to authorize the execution, delivery, delivery and performance hereof by of this Agreement and the Company and other Transaction Documents to which the Buyer is a party, or the consummation of the Transactionstransactions contemplated hereby and thereby. This Agreement has been been, and each other Transaction Document to which the Buyer is a party at Closing will be, duly executed and delivered by the Company and, assuming the due authorization, executionBuyer, and delivery hereof by this Agreement is, and each other Transaction Document to which the Parent and Merger Sub, Buyer is a party at the Closing will be a valid and binding obligation of the CompanyBuyer, enforceable against the Company it in accordance with its terms, except as such enforcement that the enforceability hereof may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, laws now or hereafter in effect, effect relating to or affecting creditors’ ' rights generally, and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between remedy of specific performance and injunctive and other forms of equitable relief may be subject to the Company equitable defenses and an “interested stockholder” as provided in Section 203 to the discretion of the DGCL are inapplicable to the Merger and court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby, subject subject, with respect to the approval and adoption of this Agreement by the affirmative vote consummation of the requisite holders Merger, to receipt of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except except, with respect to the consummation of the Merger, for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubBuyer, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Neither Section 203 of the DGCL are inapplicable nor, to the Merger and any knowledge of the other TransactionsCompany, including the Consent Agreements and the transactions contemplated thereby. No any “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement.

Authorization; Validity of Agreement. (a) The Company Brushy has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject to the approval and adoption of this Agreement by the affirmative vote stockholders of Brushy in accordance with the requisite holders DGCL and the Organizational Documents of the outstanding shares of Company Capital Stock (the “Company Required Vote”)Brushy. The execution, delivery, delivery and performance by the Company hereof Brushy of this Agreement and the consummation by the Company Brushy of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company Brushy (the “Company Brushy Board”). The Company Brushy Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the CompanyBrushy’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Brushy Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company Brushy are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company Brushy and the consummation by Brushy of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Brushy and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by Lilis and the Parent and Merger Sub, is constitutes a valid and binding obligation of the Company, Brushy enforceable against the Company Brushy in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Each Seller and MDL Group Company has the requisite corporate full power and authority to execute and deliver this Agreement and each of the other agreements delivered in connection herewith (the “Collateral Agreements”) to which it is a party and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by each Seller and MDL Group Company of this Agreement and the Collateral Agreements to which such Seller or MDL Group Company hereof is a party, and the consummation by the Company of the Transactions transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement by, and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the of, each Seller and MDL Group Company are necessary to authorize the execution, delivery, execution and performance hereof delivery by such Seller or MDL Group Company of this Agreement or the Company Collateral Agreements and the consummation by it of the Transactionstransactions contemplated hereby and thereby. This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by the each Seller and MDL Group Company that is a party hereto and thereto and, assuming the due and valid authorization, execution, execution and delivery hereof thereof by Buyer, this Agreement constitutes (and the Parent Collateral Agreements, when executed and Merger Subdelivered will constitute) the legal, is a valid and binding obligation obligations of the each Seller and MDL Group Company, as applicable, enforceable against the Company them in accordance with its their respective terms, except as that (i) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equity. (b) Assuming equitable relief may be subject to equitable defenses and to the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 discretion of the DGCL are inapplicable to the Merger and court before which any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyproceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate (i) the transactions contemplated for the Initial Closing (the "First Tranche Transactions"), (ii) subject to the approval Shareholder Approval as contemplated by Section 6.3 hereof, the transactions contemplated for the Subsequent Closing (the "Second Tranche Transactions") and adoption of this Agreement (iii) the transactions contemplated by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)Ancillary Agreements to which it is a party. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly recommended by the Company of the Transactions have been Special Committee and duly authorized by the Board of Directors and, other than the Shareholder Approval of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLSecond Tranche Transactions, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, execution and performance hereof delivery of this Agreement and the Ancillary Agreements to which it is a party by the Company and the consummation of the Transactionstransactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubPurchasers, is a valid and binding obligation of the CompanyCompany in accordance with its terms. Each Ancillary Agreement to which it is a party, when executed and delivered, assuming due authorization, execution and delivery of such Ancillary Agreements by the counterparties thereto, will constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Company Buyer has the requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, delivery and performance by the Company hereof Buyer of this Agreement and the consummation by the Company Buyer of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Buyer Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no No other corporate proceedings on the part of the Company Buyer are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company Buyer and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Buyer and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubCompany, is a valid and binding obligation of the Company, Buyer enforceable against the Company it in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). (b) Assuming the accuracy of Section 5.15, the Company The Buyer Board has taken all requisite action that is actions necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided contained in Section 203 of the DGCL are inapplicable applicable to the Merger and any a “business combination” (as defined in Section 203 of the other Transactions, including DGCL) shall not apply to this Agreement or the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to consummation of the Merger or the other transactions contemplated hereby, and, accordingly, no such restrictions nor other anti-takeover or similar statute or regulation in any jurisdiction applies or purports to apply to this Agreement or the consummation of the Merger or the other Transactions, including the Consent Agreements and the transactions contemplated therebyhereby.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject to the approval and adoption of this Agreement by the affirmative vote stockholders of the requisite holders Company in accordance with the DGCL and the certificate of incorporation and bylaws of the outstanding shares of Company Capital Stock (the “Company Required Vote”)Company. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, assuming the accuracy of the representations made in Section 4.28, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger Sub, is constitutes a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity. (b) Assuming ). The Company’s Board of Directors has approved of Parent entering into the accuracy Voting Agreement, including for purposes of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyDGCL.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “"Company Board”"). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders Except for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubPurchaser, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ ' rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the The Company Board has taken all requisite action that is adopted such resolutions as are necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in provisions of Section 203 of the DGCL are inapplicable to the Merger and or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement. No “Except for Section 203 of the DGCL (which has been rendered inapplicable), to the knowledge of the Company, no "moratorium,” “" "control share,” “" "fair price” " or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders Except for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubParent, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement. There is no stockholder rights plan in effect, to which the Company is a party or otherwise bound.

Authorization; Validity of Agreement. (a) The Each of the Shareholders and the Company has the requisite capacity or corporate power and authority authority, as the case may be, to execute execute, deliver and deliver perform this Agreement and each of the other agreements, instruments, documents and certificates to be executed and delivered by the Company or the Shareholders, as the case may be, pursuant to this Agreement, including but not limited to any item referred to in Article 7 (collectively, with this Agreement, the "Transaction Documents"), to which the Company or the Shareholders, as the case may be, are party, and to assume and perform its or their obligations hereunder and thereunder, and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by each of the Shareholders and the Company hereof of this Agreement and the other Transaction Documents to which the Company or any Shareholder is a party and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted shareholders of the Company to the Company’s stockholders for approval extent legally required, and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement and the other Transaction Documents by the Company Company, and the consummation of the Transactionstransactions contemplated hereby and thereby. This Each of this Agreement and the other Transaction Documents has been duly executed and delivered by the Company andand the Shareholders, assuming the due authorization, executionas applicable, and delivery hereof by the Parent and Merger Sub, is a valid and binding obligation of the CompanyCompany and the Shareholders that are parties thereto, enforceable against the Company each of them in accordance with its their respective terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or laws affecting creditors’ ' rights and remedies generally and generally, (ii) equitable rules or principles affecting the effect enforcement of general principles of obligations generally, whether at law or in equity. , or (biii) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 exercise of the DGCL are inapplicable to the Merger and discretionary powers of any of the other Transactionscourt before which may be brought any proceeding seeking equitable remedies, including the Consent Agreements without limitation specific performance and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyinjunctive relief.

Authorization; Validity of Agreement. (a) The Company MergerCo has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, subject to delivery and performance by MergerCo of this Agreement and the consummation by MergerCo of the transactions contemplated hereby have been duly authorized by its Board of Directors and, other than the approval and adoption of this Agreement by the affirmative vote stockholders of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company hereof and the consummation by the Company of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLMergerCo, no other corporate proceedings on the part of the Company MergerCo are necessary to authorize the execution, delivery, execution and performance hereof by the Company delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company MergerCo and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubCompany, is a valid and binding obligation of the Company, MergerCo enforceable against the Company it in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Lawslaws, now or hereafter in - effect, relating to or affecting creditors’ creditors rights and remedies generally generally, and (ii) the effect of general -- principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, MergerCo has previously delivered to the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable a letter from Fund, addressed to the Merger Company, confirming Fund's agreement to vote to approve and any adopt this Agreement, in its capacity as a stockholder of the other TransactionsMergerCo, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any upon its purchase of the other Transactions, including the Consent Agreements and the transactions contemplated therebyMergerCo Common Stock.

Authorization; Validity of Agreement. (a) The Company MergerCo has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, subject to delivery and performance by MergerCo of this Agreement and the consummation by MergerCo of the transactions contemplated hereby have been duly authorized by its Board of Directors and, other than the approval and adoption of this Agreement by the affirmative vote stockholders of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company hereof and the consummation by the Company of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLMergerCo, no other corporate proceedings on the part of the Company MergerCo are necessary to authorize the execution, delivery, execution and performance hereof by the Company delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company MergerCo and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubCompany, is a valid and binding obligation of the Company, MergerCo enforceable against the Company it in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable - bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ creditors rights and remedies generally generally, and (ii) the effect of general principles -- of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Assuming the accuracy of Section 5.15, MergerCo has previously delivered to the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable a letter from Fund, addressed to the Merger Company, confirming Fund's agreement to vote to approve and any adopt this Agreement, in its capacity as a stockholder of the other TransactionsMergerCo, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any upon its purchase of the other Transactions, including the Consent Agreements and the transactions contemplated therebyMergerCo Common Stock.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject subject, with respect to the approval and adoption of this Agreement by the affirmative vote consummation of the requisite holders Merger, to receipt of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger Sub, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby, subject to to, in the approval and adoption case of this Agreement by the affirmative vote consummation of the requisite holders Merger, approvals of the outstanding shares of Company Capital Stock (the “Company Required Vote”)its stockholders as contemplated by Section 5.6. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s 's stockholders for approval and adoption at a meeting of such stockholders and, except for (i) setting the record date and the meeting date for the Stockholders' Meeting and (ii) the approval and adoption hereof of this Agreement by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger Subthe Purchaser, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to or limited by enforceability (i) applicable may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now laws affecting or hereafter in effect, relating to or affecting the enforcement of creditors’ ' rights and remedies generally and (ii) the effect of is subject to general principles of equityequity (regardless of whether considered in a proceeding in equity or at law). (b) Assuming the accuracy of Section 5.15, the Company The Board has taken adopted all requisite action that is resolutions necessary so that under the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 sections of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws NRS that are applicable to the Merger or any of the other Transactionstransactions contemplated by this Agreement. Assuming that the representations and warranties of Parent and the Purchaser contained in Section 4.7 are true and correct and that Parent and the Purchaser are in full compliance with the covenants contained in Section 5.10, including no "moratorium," "control share," "fair price" or other antitakeover laws are applicable to the Consent Agreements Merger or any of the other transactions contemplated by this Agreement. (c) Under applicable Law, the articles of incorporation and bylaws of the Company, and this Agreement, the affirmative vote of the holders of a majority of the voting power of the outstanding Shares, voting as a single class (the "Required Vote"), is the only vote of the Company's stockholders required to approve this Agreement and the transactions contemplated therebyhereby. (d) The Board, at a meeting duly called and held, unanimously (i) determined that this Agreement, the Merger, and the transactions contemplated hereby are fair to, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement, the Merger, and transactions contemplated hereby and (iii) recommended approval of this Agreement, the Merger, and the transactions contemplated hereby by the stockholders of the Company. (e) Notwithstanding any representations or warranties of the Company or any other provisions contained in this Agreement, pursuant to NRS 92A.120(10), the Board has an express obligation to cancel the contemplated meeting of the Company's stockholders or remove this Agreement and the Merger from consideration at such meeting if the Board determines that it is not advisable to submit this Agreement or the Merger to the Company's stockholders for approval; no such representations, warranties, or other provisions shall operate to abrogate or limit the Board's express or implicit duties and responsibilities under such NRS provision.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders for such purpose (the “Company Stockholder Meeting”) and, except for the approval and adoption hereof of this Agreement by the Company Required Vote and the filing holders of a majority in voting power of the Certificate outstanding shares of Merger pursuant to Company Common Stock and Company Convertible Preferred Stock, voting together as a single class (the DGCL“Company Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent Parent, Merlin Holdco and Merger Sub, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). (b) Assuming the accuracy of the representations in the penultimate sentence of Section 5.154.4(b), the Company Board has taken all requisite action that is adopted such resolutions as are necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided combinations set forth in Section 203 of the DGCL are inapplicable to the Merger and or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement. No Except for Section 203 of the DGCL, no “moratorium,” “control share,” “fair price” or other antitakeover Laws laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated therebyby this Agreement.