Common use of Corporate Authority; Approval and Fairness; No Violations Clause in Contracts

Corporate Authority; Approval and Fairness; No Violations. (a) The Company has full corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger and the Transactions contemplated hereby in accordance with the terms hereof, subject only to approval and authorization of this Agreement by the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock (the “Company Shareholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles 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 (collectively, the “Enforceability Exceptions”). (b) The Company Board has (i) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company and its shareholders, (ii) approved and declared advisable this Agreement, the Merger and the other Transactions contemplated hereby and (iii) upon the terms and subject to the conditions of this Agreement, unanimously resolved to recommend that the Company’s shareholders approve this Agreement (the “Company Board Recommendation”). The Company Board has directed that this Agreement be submitted to the holders of Company Shares for their approval. (c) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Merger or the other Transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, any provision (x) of the Company Articles or Company Bylaws or (y) of the similar organizational documents of any of the Company’s Subsidiaries, (ii) a breach or violation of, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions contemplated hereby) that the matters referred to in Section 3.4 are complied with and the Company Shareholder Approval is obtained, any Law to which the Company or any of its Subsidiaries is subject, (iii) a default under any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party, or an acceleration of the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract or require any Consent under any such Contract, or (iv) the creation of any Lien (other than a Permitted Lien) on any properties or assets of the Company or any of its Subsidiaries, except, in the case of clause (ii), clause (iii) or clause (iv) above, for any such breach, violation, default, creation or acceleration that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Corporate Authority; Approval and Fairness; No Violations. (ai) The Company has full all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger and the Transactions transactions contemplated hereby in accordance with the terms hereof, subject only to approval and authorization of this Agreement by the an affirmative vote of the holders of at least a majority Shares representing two-thirds or more of the outstanding shares of Company Common Stock Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Shareholder ApprovalVote”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other Partiesparties hereto, constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles 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 (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). (bii) The Company Board board of directors of the Company, acting upon the unanimous recommendation of the Independent Committee, has (iA) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company and its shareholdersshareholders (other than holders of Rollover Shares), (iiB) approved and declared advisable this Agreement, the Merger and the other Transactions transactions contemplated hereby and (iiiC) upon the terms and subject to the conditions of this Agreement, unanimously resolved to recommend that the Company’s shareholders approve approval of this Agreement to the holders of Shares (the “Company Board Recommendation”). The Company Board board of directors of the Company, acting upon the unanimous recommendation of the Independent Committee, has directed that this Agreement be submitted to the holders of Company Shares for their approval. (ciii) The execution, Neither the execution and delivery and performance of this Agreement by the Company do notCompany, and nor the consummation by the Company of the Merger or the other Transactions transactions contemplated hereby hereby, will not, constitute (A) conflict with or result in (i) a breach or violation of, or a default under, violate any provision (x) of the memorandum and articles of association of the Company Articles or Company Bylaws or (y) of the similar organizational documents of any of the Company’s Subsidiaries, Subsidiaries or (iiB) a breach or violation of, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions contemplated hereby) that the matters authorizations, consents and approvals referred to in Section 3.4 are complied with 6.1(d) and the Requisite Company Shareholder Approval is obtainedVote are obtained and the filings referred to in Section 6.1(d) are made, (x) violate any Law Laws applicable to which the Company or any of its Subsidiaries is subjectSubsidiaries, (iiiy) constitute a default under any of the terms, conditions or provisions of any Contract loan or credit agreement, letter of credit, guarantee, power of attorney, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract, agreement, commitment, arrangement, or understanding (each, whether oral or written, a “Contract”) to which the Company or any of its Subsidiaries is a party, party or an acceleration of accelerate the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract or require any Consent under any such Contract, or (ivz) result in the creation of any Lien (other than a Permitted Lien) on any properties or assets of the Company or any of its Subsidiaries, except, in the case of clause clauses (iiB)(y) and (B)(z), clause (iii) or clause (iv) above, for any such breach, violation, default, creation or acceleration that as would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect.

Corporate Authority; Approval and Fairness; No Violations. (a) The Company has full all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and to consummate the Merger and the Transactions transactions contemplated hereby in accordance with the terms hereof, subject only to approval and authorization of this Agreement at a shareholders’ meeting duly called and held for such purpose (the “Shareholders Meeting”) by the an affirmative vote of the holders of Shares representing at least a majority seventy percent (70%) of the outstanding shares Shares determined as of Company Common Stock the record date for the Shareholders Meeting (the “Requisite Company Shareholder ApprovalVote”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Merger and the other transactions contemplated hereby, have been duly authorized and approved by its board of directors, acting upon the unanimous recommendation of the Independent Committee, and, except for obtaining the Requisite Company Vote, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Merger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other Partiesparties hereto, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles 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 (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). (b) The Company Board board of directors of the Company, acting upon the unanimous recommendation of the Independent Committee, has (i) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company and its shareholders, (ii) approved and declared advisable this Agreement, the Merger and the other Transactions transactions contemplated hereby and (iii) upon the terms and subject to the conditions of this Agreement, unanimously resolved to recommend that the Company’s shareholders approve approval and authorization of this Agreement and the Plan of Merger to the holders of Shares (the “Company Board Recommendation”). The Company Board board of directors of the Company, acting upon the unanimous recommendation of the Independent Committee, has directed that this Agreement and the BVI Plan of Merger be submitted to the holders of Company Shares for their approvalapproval and authorization. (c) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Merger or the other Transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, any provision (x) of the Company Articles or Company Bylaws or (y) of the similar organizational documents of any of the Company’s Subsidiaries, (ii) a breach or violation of, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions contemplated hereby) that the matters referred to in Section 3.4 are complied with and the Company Shareholder Approval is obtained, any Law to which the Company or any of its Subsidiaries is subject, (iii) a default under any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party, or an acceleration of the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract or require any Consent under any such Contract, or (iv) the creation of any Lien (other than a Permitted Lien) on any properties or assets of the Company or any of its Subsidiaries, except, in the case of clause (ii), clause (iii) or clause (iv) above, for any such breach, violation, default, creation or acceleration that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Corporate Authority; Approval and Fairness; No Violations. (a) The Company has full corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger and the Transactions contemplated hereby in accordance with the terms hereof, subject only to approval and authorization of this Agreement by the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock (the “Company Shareholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except that terms (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, and similar Laws of general applicability relating to or other laws affecting creditors’ rights generally, and to general equity principles 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 (collectively, the “Enforceability Exceptions”equity). (b) The Company Board has (i) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company and its shareholders, (ii) approved and declared advisable this Agreement, the Merger and the other Transactions contemplated hereby and (iii) upon the terms and subject to the conditions of this Agreement, unanimously resolved to recommend that the Company’s shareholders approve this Agreement (the “Company Board Recommendation”). The Company Board has directed that this Agreement be submitted to the holders of Company Shares for their approval, subject to Section 5.6 hereof. (c) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Merger or the other Transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, any provision (x) of the Company Articles or Company Bylaws or (y) of the similar organizational documents of any of the Company’s Subsidiaries, (ii) a breach or violation of, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions contemplated herebyTransactions) that the matters referred to in Section 3.4 are complied with and the Company Shareholder Approval is obtained, any Law Legal Requirement to which the Company or any of its Subsidiaries is subject, (iii) a default under any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party, or an acceleration of the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract or require any Consent under any such Contract, or (iv) the creation of any Lien (other than a Permitted Lien) on any properties or assets of the Company or any of its Subsidiaries, except, in the case of clause (ii), clause (iii) or clause (iv) above, for any such breach, violation, default, creation or acceleration that would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Material Adverse Effect on the Companywhole.

Corporate Authority; Approval and Fairness; No Violations. (a) The Company has full all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger and the Transactions transactions contemplated hereby in accordance with the terms hereof, subject only to approval and authorization of this Agreement by the an affirmative vote of the holders of Shares representing at least a majority two-thirds of the outstanding shares of Company Common Stock Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Shareholder ApprovalVote”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Merger and the other transactions contemplated hereby, have been duly authorized and approved by its board of directors, acting upon the unanimous recommendation of the Independent Committee, and, except for obtaining the Requisite Company Vote, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Merger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other Partiesparties hereto, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles 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 (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). (b) The Company Board board of directors of the Company, acting upon the unanimous recommendation of the Independent Committee, has (i) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company and its shareholders, (ii) approved and declared advisable this Agreement, the Merger and the other Transactions transactions contemplated hereby and (iii) upon the terms and subject to the conditions of this Agreement, unanimously resolved to recommend that the Company’s shareholders approve approval of this Agreement to the holders of Shares (the “Company Board Recommendation”). The Company Board board of directors of the Company, acting upon the unanimous recommendation of the Independent Committee, has directed that this Agreement be submitted to the holders of Company Shares for their approval. (c) The execution, Neither the execution and delivery and performance of this Agreement by the Company do notCompany, and nor the consummation by the Company of the Merger or the other Transactions transactions contemplated hereby hereby, will not, constitute or result in (i) a breach conflict with or violation of, or a default under, violate any provision (x) of the memorandum and articles of association of the Company Articles or Company Bylaws or (y) of the similar organizational documents of any of the Company’s Subsidiaries, Subsidiaries or (ii) a breach or violation of, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions contemplated hereby) that the matters authorizations, consents and approvals referred to in Section 3.4 are complied with 4.4 and the Requisite Company Shareholder Approval is obtainedVote are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law Laws applicable to which the Company or any of its Subsidiaries is subjectSubsidiaries, (iiiy) violate or constitute a default under any of the terms, conditions or provisions of any Contract loan or credit agreement, letter of credit, guarantee, power of attorney, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract, agreement, commitment, arrangement, or understanding (each, whether oral or written, a “Contract”) to which the Company or any of its Subsidiaries is a party, party or an acceleration of accelerate the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract or require any Consent under any such Contract, or (ivz) result in the creation of any Lien (other than a Permitted Lien) on any properties or assets of the Company or any of its Subsidiaries, except, except in the case of clause (ii), clause (iii) or clause (iv) above, for any such breach, violation, default, creation or acceleration that as would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect.

Corporate Authority; Approval and Fairness; No Violations. (a) The Company has full all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and to consummate the Merger and the Transactions transactions contemplated hereby in accordance with the terms hereof, subject only to approval the Requisite Company Vote. The execution, delivery and authorization performance by the Company of this Agreement, and the consummation by it of the Merger and the other transactions contemplated hereby, have been duly authorized and approved by its board of directors, acting upon the unanimous recommendation of the Independent Committee, and, except for obtaining the Requisite Company Vote, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the affirmative vote it of the holders of at least a majority of Merger and the outstanding shares of Company Common Stock (the “Company Shareholder Approval”)other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other Partiesparties hereto, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles 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 (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). (b) The affirmative vote of holders of Shares representing more than fifty percent (50%) of the outstanding Shares, present and voting in person or by proxy as a single class at the Shareholders’ Meeting, or any adjournment or postponement thereof (the “Requisite Company Board Vote”), is the only vote or approval of the holders of any class or series of share capital of the Company or any of its Subsidiaries which is necessary to approve and authorize this Agreement, the BVI Plan of Merger and the Merger and the other transactions contemplated hereby. (c) Subject to Section 6.2(b), the Company Board, acting upon the unanimous recommendation of the Independent Committee, has (i) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company and its shareholders, (ii) approved and declared advisable this Agreement, the Merger and the other Transactions transactions contemplated hereby and (iii) upon the terms and subject to the conditions of this Agreement, unanimously resolved to recommend that the Company’s shareholders approve approval and authorization of this Agreement and the BVI Plan of Merger to the holders of Shares (the “Company Board Recommendation”). The Subject to Section 6.2(b), the Company Board Board, acting upon the unanimous recommendation of the Independent Committee, has directed that this Agreement Agreement, the transactions contemplated hereby, including the Merger, and the BVI Plan of Merger be submitted to the holders of Company Shares for their approvalapproval and authorization. (cd) The execution, execution and delivery and performance of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Merger or the other Transactions transactions contemplated hereby will not, constitute or result in not (i) a breach conflict with or violation ofviolate, or a default underin any material respects, any provision (x) of the memorandum and articles of association of the Company Articles or Company Bylaws or (y) of the similar organizational documents of any of the Company’s Subsidiaries, (ii) a breach or violation of, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions contemplated hereby) that the matters authorizations, consents and approvals referred to in Section 3.4 are complied with 4.4 and the Requisite Company Shareholder Approval is obtainedVote are obtained and the filings referred to in Section 4.4 are made, violate any Law Laws applicable to which the Company or any of its Subsidiaries is subjectSubsidiaries, or (iii) violate or constitute a default under any of the terms, conditions or provisions of any Contract loan or credit agreement, letter of credit, guarantee, power of attorney, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract, agreement, commitment, arrangement, or understanding (each, whether oral or written, a “Contract”) to which the Company or any of its Subsidiaries is a party, party or an acceleration of accelerate the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract or require any Consent under any such Contract, or (iv) result in the creation of any Lien (other than a Permitted LienLiens) on any properties or assets of the Company or any of its SubsidiariesSubsidiaries pursuant to a Contract, except, in the case of clause with respect to clauses (ii), clause ) and (iii) or clause (iv) above, for any such breachviolations, violation, default, creation breaches or acceleration that would defaults or other occurrences which do not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect.

Corporate Authority; Approval and Fairness; No Violations. (a) The Company has full all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement and to consummate the Merger and the Transactions transactions contemplated hereby in accordance with the terms hereof, subject only to approval the Requisite Company Vote. The execution, delivery and authorization performance by the Company of this Agreement, and the consummation by it of the Merger and the other transactions contemplated hereby, have been duly authorized and approved by its board of directors, acting upon the unanimous recommendation of the Independent Committee, and, except for obtaining the Requisite Company Vote, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the affirmative vote it of the holders of at least a majority of Merger and the outstanding shares of Company Common Stock (the “Company Shareholder Approval”)other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other Partiesparties hereto, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles 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 (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). (b) The affirmative vote of holders of Shares representing more than fifty percent (50%) of the outstanding Shares, present and voting in person or by proxy as a single class at the Shareholders’ Meeting, or any adjournment or postponement thereof (the “Requisite Company Board Vote”), is the only vote or approval of the holders of any class or series of share capital of the Company or any of its Subsidiaries which is necessary to approve and authorize this Agreement, the Plan of Merger and the Merger and the other transactions contemplated hereby. (c) Subject to Section 6.2(c), the board of directors of the Company, acting upon the unanimous recommendation of the Independent Committee, has (i) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company and its shareholders, (ii) approved and declared advisable this Agreement, the Merger and the other Transactions transactions contemplated hereby and (iii) upon the terms and subject to the conditions of this Agreement, unanimously resolved to recommend that the Company’s shareholders approve approval and authorization of this Agreement and the Plan of Merger to the holders of Shares (the “Company Board Recommendation”). The Company Board Subject to Section 6.2(c), the board of directors of the Company, acting upon the unanimous recommendation of the Independent Committee, has directed that this Agreement and the Plan of Merger be submitted to the holders of Company Shares for their approvalapproval and authorization. (cd) The execution, execution and delivery and performance of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Merger or the other Transactions transactions contemplated hereby will not, constitute or result in not (i) a breach conflict with or violation of, or a default under, violate any provision (x) of the memorandum and articles of association of the Company Articles or Company Bylaws or (y) of the similar organizational documents of any of the Company’s Subsidiaries, (ii) a breach or violation of, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions contemplated hereby) that the matters authorizations, consents and approvals referred to in Section 3.4 are complied with 4.4 and the Requisite Company Shareholder Approval is obtainedVote are obtained and the filings referred to in Section 4.4 are made, violate any Law Laws applicable to which the Company or any of its Subsidiaries is subjectSubsidiaries, or (iii) violate or constitute a default under any of the terms, conditions or provisions of any Contract loan or credit agreement, letter of credit, guarantee, power of attorney, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract, agreement, commitment, arrangement, or understanding (each, whether oral or written, a “Contract”) to which the Company or any of its Subsidiaries is a party, party or an acceleration of accelerate the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract or require any Consent under any such Contract, or (iv) result in the creation of any Lien (other than a Permitted Lien) on any properties or assets of the Company or any of its SubsidiariesSubsidiaries pursuant to a Contract, except, in the case of clause with respect to clauses (ii), clause ) and (iii) or clause (iv) above, for any such breachviolations, violation, default, creation breaches or acceleration that would defaults or other occurrences which do not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect.

Corporate Authority; Approval and Fairness; No Violations. (a) The Company has full corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger and the Transactions contemplated hereby in accordance with the terms hereof, subject only to approval and authorization of this Agreement and the Cayman Plan of Merger by the affirmative vote of the holders of at least a majority two-thirds (2/3) or more of the outstanding shares Shares present and voting in person or by proxy at a meeting of the shareholders of the Company Common Stock conducted in accordance with the Cayman Companies Law (the “Company Shareholder Approval”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other Parties, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles 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 (collectively, the “Enforceability Exceptions”)principles. (b) The Company Board has (iA) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company and its shareholders, (iiB) approved and declared advisable this Agreement, the Merger and the other Transactions contemplated hereby and (iiiC) upon the terms and subject to the conditions of this Agreement, unanimously resolved to recommend give its unanimous recommendation that the Company’s shareholders approve and authorize this Agreement and the Cayman Plan of Merger (the “Company Board Recommendation”). The Company Board has directed that this Agreement and the Cayman Plan of Merger be submitted to the holders of Company Shares for their approvalapproval and authorization. (c) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Merger or the other Transactions contemplated hereby will not, constitute or result in (iA) a breach or violation of, or a default under, any provision (x) of the Company Memorandum and Articles or Company Bylaws of Association or (y) of the similar organizational documents of any of the Company’s Subsidiaries, (iiB) a breach or violation of, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions contemplated hereby) that the matters referred to in Section 3.4 are complied with and the Company Shareholder Approval is obtained, any Law to which the Company or any of its Subsidiaries is subject, (iiiC) a default under any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party, or an acceleration of the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract or require any Consent under any such Contract, or (ivD) the creation of any Lien (other than a Permitted Lien) on any properties or assets of the Company or any of its Subsidiaries, except, in the case of clause (iiB), clause (iiiC) or clause (ivD) above, for any such breach, violation, default, creation or acceleration that would is not reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Corporate Authority; Approval and Fairness; No Violations. (a) The Company has full all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger and the Transactions transactions contemplated hereby in accordance with the terms hereof, subject only to approval and authorization of this Agreement by the an affirmative vote or written consent of the holders of Shares representing at least a majority of the outstanding shares Shares present and voting in person or by proxy at an extraordinary meeting of the Shareholders of the Company Common Stock (“Company Shareholders’ Meeting”) or consenting in writing as a single class by valid written consent in lieu of such meeting (the “Requisite Company Shareholder ApprovalVote”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Merger and the other transactions contemplated hereby, have been duly authorized and approved by the Company’s board of directors, and, except for obtaining the Requisite Company Vote, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Merger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other Partiesparties hereto, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles 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 (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). (b) The board of directors of the Company Board has (i) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company and its shareholders, (ii) approved and declared advisable this Agreement, the Merger and the other Transactions transactions contemplated hereby and (iii) upon the terms and subject to the conditions of this Agreement, unanimously resolved to recommend that the Company’s shareholders approve approval of this Agreement to the holders of Shares (the “Company Board Recommendation”). The Company Board board of directors of the Company, acting unanimously, has directed that this Agreement be submitted to the holders of Company Shares for their approval. (c) The execution, Neither the execution and delivery and performance of this Agreement by the Company do notCompany, and nor the consummation or performance by the Company of the Merger or the other Transactions transactions contemplated hereby hereby, will not, constitute or result in (i) a conflict with, breach or violation of, or a default under, violate any provision (x) of the Company Memorandum and Articles or Company Bylaws of Association or (y) of the similar organizational documents of any of the Company’s Subsidiaries, Subsidiaries or (ii) a breach or violation of, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions contemplated hereby) that the matters authorizations, consents and approvals referred to in Section 3.4 are complied with 4.4 and the Requisite Company Shareholder Approval is obtainedVote are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law Laws applicable to which the Company or any of its Subsidiaries is subjectSubsidiaries, (iiiy) violate or constitute a breach or default under (with or without due notice or lapse of time or both), or give rise to any right of termination, amendment, cancellation or acceleration of an obligation or the creation of any Lien pursuant to, any of the terms, conditions or provisions of any Contract loan or credit agreement, letter of credit, guarantee, power of attorney, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract, agreement, commitment, arrangement, or understanding (each, whether oral or written, a “Contract”) to which the Company or any of its Subsidiaries is a party, party or an acceleration of accelerate the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract or require any Consent under any such Contract, or (ivz) result in the creation of any Lien (other than a Permitted Lien) on any properties or assets of the Company or any of its Subsidiaries, except, except in the case of clause (ii), clause (iii) or clause (iv) above, for any such breach, violation, default, creation or acceleration that as would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect.