Common use of Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation Clause in Contracts

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), to consummate the transactions contemplated hereby, including the Mergers. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereof. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Subs, this Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to adoption of this Agreement by the holders of two-thirds a majority of the outstanding shares of Company Common Shares Stock entitled to vote thereon on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company Shareholder ApprovalVote”), to consummate the transactions contemplated hereby, including the MergersMerger. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board of Directors and, except for the Requisite Company Shareholder Approval Vote and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders stockholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board of Directors has unanimously (i) resolved to recommend that the holders of shares of Company Common Stock adopt this Agreement (the “Company Recommendation”), (ii) declared it advisable to enter into the Merger Agreement, (iii) determined that this Agreement and the Merger and the other transactions contemplated by this Agreement, including the Mergers, Agreement are advisable, fair to and in the best interests of the Company and its shareholders, the Company’s stockholders and (iiiv) approved the execution, delivery and performance of this Agreement and the consummation of Merger and the other transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt by this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofAgreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsSub, this Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds assuming the transactions contemplated hereby are consummated in accordance with Section 251(h) of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”)DGCL, to consummate the transactions contemplated hereby, including the MergersOffer and the Merger. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersOffer and the Merger, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders its stockholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement Offer and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofMerger. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legaldue authorization, valid execution and binding agreement of delivery thereof by Parent and Merger SubsSub, this Agreement constitutes the a legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable the effects of bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of generally, equitable relief and any implied covenant of good faith and fair dealing principles (whether considered in a Proceeding in equity or at law) (the “Enforceability Exceptions”). The Company Board at a meeting duly called and held has unanimously adopted resolutions that: (i) determined that the transactions contemplated hereby (including the Offer and the Merger) are fair to and in the best interests of the Company and its stockholders, (ii) determined that the Offer is advisable and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby (including the execution, delivery and performance thereof) and declared it advisable that the Company enter into this Agreement and consummate the transactions contemplated hereby in accordance with the DGCL, (iv) resolved that this Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL and (v) recommended that the Company’s stockholders accept the Offer and tender their Shares in the Offer.

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Mxxxxx Sub has the requisite corporate power and authority to execute and deliver this Agreement andand the other Transaction Documents to which it is or will be a party, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), to perform its obligations hereunder and thereunder and consummate the transactions contemplated herebyhereby and thereby, including the MergersMerger and, at the Closing, the Financing. The execution, delivery and performance by the Company Pxxxxx and Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the MergersMerger, have been duly (and the Financing will be) validly authorized by the Company Board of Directors of Parent and the Board of Directors of Merger Sub and, except for the Company Shareholder Approval adoption of this Agreement by Parent, as the sole stockholder of Merger Sub (which such adoption shall occur immediately following the execution of this Agreement), and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings proceeding on the part of the Company either Parent or Merger Sub, or other vote of the CompanyParent’s shareholders are stockholders or Merger Sub’s stockholders, is necessary to authorize the execution and delivery by the Company Pxxxxx and Merger Sub of this Agreement or and the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board of Directors of Parent has unanimously approved the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, and the Board of Directors of Merger Sub has unanimously (i) determined that the transactions contemplated by this AgreementAgreement and the other Transaction Documents to which it is a party, including the MergersMerger, are advisable, fair to and in the best interests of the Company Merger Sub and its shareholderssole stockholder, (ii) approved the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the Mergers, Merger and (iii) resolved to recommend that the holders sole stockholder of Company Common Shares Merger Sub adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofAgreement. This Agreement has been and the other Transaction Documents to which one or both of Parent and Merger Sub, as applicable, is a party when executed will be, duly and validly executed and delivered by the Company Parent and/or Merger Sub, as applicable, and, assuming this Agreement constitutes and the other Transaction Documents to which one or both of Parent and Merger Sub, as applicable, is a party constitute the legal, valid and binding agreement of the Company, this Agreement and the other Transaction Documents to which one or both of Parent and Merger Sub, as applicable, is a party constitute the legal, valid and binding agreement of Parent and/or Merger Sub, as applicable, and Merger Subs, this Agreement constitutes the legal, valid and binding agreement of the Company and is are enforceable against the Company Parent and/or Merger Sub, as applicable, in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by holders of two-thirds a majority of the outstanding shares of Company Common Shares Stock entitled to vote thereon at the Company Stockholders’ Meeting (the “Company Shareholder Stockholder Approval”), to consummate the transactions to be consummated by it as contemplated hereby, including the MergersMerger. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board of Directors and, except for the Company Shareholder Stockholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders stockholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board of Directors has unanimously (i) resolved to recommend that the Company’s stockholders adopt this Agreement at the Company Stockholders’ Meeting (the “Company Recommendation”), (ii) declared this Agreement advisable under Section 251(b) of the DGCL, (iii) determined that this Agreement and the Merger and the other transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholdersthe Company’s stockholders, (iiiv) approved the execution, delivery and performance of this Agreement and the consummation of Merger and the other transactions contemplated herebyby this Agreement, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (ivv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders stockholders at a meeting thereofthe Company Stockholders’ Meeting. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsSub, this Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and remedies and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), and to consummate the transactions contemplated hereby, including the MergersOffer, the Merger and the Financing. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the MergersOffer, the Merger and the Financing, have been or will be, as the case may be, duly and validly authorized by the Company Board of Directors of Parent and the Board of Directors of Merger Sub and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company either Parent or vote of the Company’s shareholders Merger Sub are necessary to authorize the execution and delivery by the Company Parent and Merger Sub of this Agreement or and the consummation of the transactions contemplated hereby, including the MergersOffer, the Merger and the Financing. The Company Board of Directors of Parent has approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, and shall approve the execution, delivery and performance of the Financing and the consummation of the transactions contemplated thereby. The Board of Directors of Merger Sub has (i) determined that the transactions contemplated by this Agreement, including the MergersOffer and the Merger, are advisable, fair to and in the best interests of the Company Merger Sub and its shareholderssole stockholder, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, Offer and the Merger and (iii) resolved to recommend that the holders sole stockholder of Company Common Shares Merger Sub adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption Agreement. The sole stockholder of Merger Sub has duly executed a written consent, effective immediately following execution of this Agreement, adopting this Agreement be submitted for consideration by and approving the Company’s shareholders at a meeting thereoftransactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement the due authorization, execution and delivery thereof by the Company, constitutes the a legal, valid and binding agreement of Parent and Merger Subs, this Agreement constitutes the legal, valid and binding agreement of the Company and is Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability effects of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds receipt of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), the Court Sanction and delivery of the Court Order to Companies House, to consummate the transactions contemplated hereby, including the MergersAcquisition. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersAcquisition, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval Approval, the Court Sanction and the filing delivery of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareCourt Order to Companies House, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersAcquisition. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the MergersAcquisition, are advisable, fair would be most likely to and in promote the best interests success of the Company and for the benefit of its shareholdersshareholders as a whole, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the MergersAcquisition, (iii) subject to Section 4.3, resolved to recommend that the holders of Company Common Ordinary Shares adopt this Agreement vote in favor of the Scheme at the Court Meeting and vote in favor of the Company Resolutions at the Company Shareholders’ Meeting (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement Scheme be submitted for consideration approval by the Company’s shareholders holders of Company Ordinary Shares at a meeting thereof. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsPurchaser, this Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s creditors’ rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate or other power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), and to consummate the transactions contemplated hereby, including the MergersMerger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Company consummation by each of them of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other action or proceedings on the part of either Parent or Merger Sub, or other vote of Parent’s stockholders or Merger Sub’s sole stockholder, is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board board of directors of Parent has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Mergers, Merger are advisable, fair to and in the best interests of the Company Parent’s stockholders and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation Merger. The board of the transactions contemplated hereby, including the Mergers, directors of Merger Sub has unanimously (iiii) resolved to recommend determined that the holders of Company Common Shares adopt this Agreement (and the “Company Recommendation”) Merger are fair to and in the best interests of Merger Sub’s sole stockholder and (ivii) directed that the adoption of approved this Agreement be submitted for consideration by and the Company’s shareholders at a meeting thereofMerger. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Substhe Company, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Merger Sub and is enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, perform its obligations hereunder, and, subject to adoption of this Agreement by holders of two-thirds a majority of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Stockholder Approval”), to consummate the transactions contemplated herebyhereby and thereby, including the MergersMerger. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Stockholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings proceeding on the part of the Company or vote of the Company’s shareholders are stockholders is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board has (i) determined that the transactions contemplated by this AgreementAgreement and the other Transaction Documents to which the Company is a party, including the MergersMerger, are advisable, fair to and in the best interests of the Company and its shareholdersstockholders, (ii) approved the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the MergersMerger, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders stockholders at a meeting thereof. This Agreement has been been, and the other Transaction Documents to which the Company is a party when executed will be, duly and validly executed and delivered by the Company and, assuming this Agreement constitutes and the other Transaction Documents to which the Company is a party constitute the legal, valid and binding agreement of Parent and Merger SubsSub, this Agreement constitutes and the other Transaction Documents to which the Company is a party constitute the legal, valid and binding agreement of the Company and is are enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws Laws, now or hereafter in effect, affecting creditor’s creditors’ rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), and to consummate the transactions contemplated hereby, including the MergersMerger. The execution, delivery and performance by Pxxxxx and Mxxxxx Sub of this Agreement and the Company consummation by each of them of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by the board of managers of Parent and the board of directors of Merger Sub and, except for the filing of the Certificate of Merger with the Department of the Treasury of the State of New Jersey, no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize the execution and delivery by Pxxxxx and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger. The board of managers of Parent has approved the execution, have been duly delivery and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company performance of this Agreement or and the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board board of directors of Merger Sub has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, Merger and (iiiii) resolved to recommend that the holders sole stockholder of Company Common Shares Merger Sub approve and adopt this Agreement (the “Company Recommendation”) Agreement. Parent, as sole stockholder of Merger Sub, has approved and (iv) directed that the adoption of adopted this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofwritten consent immediately following its execution. This Agreement has been duly and validly executed and delivered by the Company Pxxxxx and Mxxxxx Sub and, assuming this Agreement the due authorization, execution and delivery thereof by the Company, constitutes the a legal, valid and binding agreement of Parent and Merger Subs, this Agreement constitutes the legal, valid and binding agreement of the Company and is Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability effects of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject with respect to adoption of this Parent, the Commitment Letter and the Bridge Term Loan Facility Agreement (“BFA”) contemplated by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), Commitment Letter and to consummate the transactions contemplated hereby, including the MergersMerger and, with respect to Parent, the BFA. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and, with respect to Parent, the BFA and the consummation by each of them of the transactions contemplated hereby, including the Merger and, with respect to Parent, the Financing contemplated by the BFA, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate action or proceedings on the part of either Parent or Merger Sub, or other vote of Parent’s or Merger Sub’s stockholders, is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement, the Commitment Letter and, with respect to Parent, the BFA and the consummation of the transactions contemplated hereby, including the MergersMerger and, have been duly and validly authorized with respect to Parent, the Financing contemplated by the Company BFA. The Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates Directors of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board Sub has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Mergers, Merger are advisable, fair to and in the best interests of the Company Merger Sub’s stockholders and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofMerger. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Substhe Company, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Merger Sub and is enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and each Merger Sub has the requisite corporate power or limited liability power, as applicable, and authority to execute and deliver this Agreement and, subject to adoption the approval of this Agreement the Parent Share Issuance by a majority of the votes cast by holders of two-thirds outstanding shares of the outstanding Company Parent Common Shares entitled to vote thereon Stock (the “Company Shareholder Parent Stockholder Approval”), to consummate the transactions contemplated hereby, including the Mergers. The execution, delivery and performance by the Company Parent and each Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Parent Board and the Board of Directors of Merger Sub I and the managers of Merger Sub II and, except for the Company Shareholder adoption of this Agreement by Parent, as the sole stockholder of Merger Sub I and as the sole member of Merger Sub II (which such adoption shall occur immediately following the execution of this Agreement), the Parent Stockholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company Parent or either Merger Sub, or other vote of the CompanyParent’s shareholders stockholders, Merger Sub’s sole shareholder or Merger Sub II’s sole member, are necessary to authorize the execution and delivery by the Company Parent and Merger Subs of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. (i) The Company Parent Board has (iA) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company Parent and its shareholdersstockholders, (iiB) declared it advisable to enter into this Agreement (C) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iiiD) resolved to recommend that the holders of Company Parent Common Shares adopt this Agreement Stock approve the Parent Share Issuance (the “Company Parent Recommendation”) and (ivE) directed that the adoption of this Agreement Parent Share Issuance be submitted for consideration by the CompanyParent’s shareholders stockholders at a meeting thereof, (ii) the Board of Directors of Merger Sub I has (A) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of Merger Sub I and its sole shareholder, (B) approved the Mergers, on the terms and subject to the conditions set forth in this Agreement, (C) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers and (D) resolved to recommend that the sole shareholder of Merger Sub I adopt this Agreement and (iii) the managers of Merger Sub II have (A) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of Merger Sub II and its sole member, (B) approved the Mergers, on the terms and subject to the conditions set forth in this Agreement, (C) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers and (D) resolved to recommend that the sole member of Merger Sub II adopt this Agreement. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Subs and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Substhe Company, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Merger Subs and is enforceable against the Company Parent and Merger Subs in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), and to consummate the transactions contemplated hereby, including the MergersMerger. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the MergersMerger, have been or will be, as the case may be, duly and validly authorized by the Company Board of Directors of Parent and the Board of Directors of Merger Sub and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company either Parent or vote of the Company’s shareholders Merger Sub are necessary to authorize the execution and delivery by the Company Parent and Merger Sub of this Agreement or and the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board of Directors of Parent has approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger. The Board of Directors of Merger Sub has (i) determined that the transactions contemplated by this Agreement, including the MergersMerger, are advisable, fair to and in the best interests of the Company Merger Sub and its shareholderssole stockholder, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, Merger and (iii) resolved to recommend that the holders sole stockholder of Company Common Shares Merger Sub adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption Agreement. The sole stockholder of Merger Sub has duly executed a written consent, effective immediately following execution of this Agreement, adopting this Agreement be submitted for consideration by and approving the Company’s shareholders at a meeting thereoftransactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement the due authorization, execution and delivery thereof by the Company, constitutes the a legal, valid and binding agreement of Parent and Merger Subs, this Agreement constitutes the legal, valid and binding agreement of the Company and is Sub enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability effects of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Such Seller has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party and, subject to adoption of this Agreement by holders of two-thirds the entry of the outstanding Company Common Shares entitled to vote thereon (Sale Order and such other authorization as is required by the “Company Shareholder Approval”)Bankruptcy Code, to perform its obligations under and consummate the transactions contemplated herebyby this Agreement, including the MergersAsset Purchase, and the Ancillary Documents to which it is a party. The execution, delivery and performance by the Company such Seller of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the MergersAsset Purchase, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval such Seller’s board of directors (or a committee thereof) and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings actions on the part of such Seller, subject to the Company or vote entry of the Company’s shareholders Sale Order and such other authorization as is required by the Bankruptcy Code, are necessary to authorize the execution and delivery by the Company such Seller of this Agreement and the Ancillary Documents to which it is a party or the consummation of the transactions contemplated herebyhereby or thereby, including the Mergers. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofAsset Purchase. This Agreement has been, and the Ancillary Documents to which it is a party have been (or will be at Closing) duly and validly executed and delivered by the Company such Seller and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsBuyer, this Agreement constitutes and the Ancillary Documents to which it is a party constitute (or upon execution at Closing will constitute, as applicable), the entry of the Sale Order and such other authorization as is required by the Bankruptcy Code, the legal, valid and binding agreement agreements of the Company and is such Seller, enforceable against the Company such Seller in accordance with its their terms, except as and to the extent that such enforcement validity and enforceability may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium limited by equitable principles of general applicability (whether considered in a proceeding at law or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing in equity) (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Each of the Company and Company OP has the requisite corporate or limited partnership power and authority to execute execute, deliver and deliver perform their applicable obligations under this Agreement and, subject to adoption (i) such approvals as have been or will have been obtained on or prior to the date of this Agreement by holders of two-thirds and (ii) the approval of the outstanding Company Common Shares entitled to vote thereon Merger (the “Company Shareholder Stockholder Approval”) by the affirmative vote of the holders of shares of Company Common Stock entitled to cast a majority of all the votes entitled to be cast on the matter at a meeting of the Company stockholders duly called and held (the “Company Stockholders’ Meeting”), to consummate the transactions contemplated hereby, including the Mergers. The execution, delivery and performance by the Company and Company OP, as applicable, of this Agreement and the consummation of the transactions contemplated hereby, as applicable (including the Mergers, ) have been duly and validly authorized by the Company Board (in the case of the Company) and the Company (in the case of Company OP) and, except for such approvals as have been or will have been obtained on or prior to the date of this Agreement, the Company Shareholder Approval and Stockholder Approval, the filing of the Initial Merger Certificates of Merger with the SDAT and SSSD, as applicable, and the Subsequent Certificates Partnership Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareSSSD, no other corporate or limited partnership action or proceedings on the part of the Company or vote of the Company’s shareholders stockholders are necessary to authorize the execution and delivery by the Company and Company OP of this Agreement or the consummation of the transactions contemplated hereby, as applicable (including the Mergers). The Company Board has unanimously (i) determined that declared advisable and approved this Agreement and the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholdersMerger, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders stockholders of the Company Common Shares adopt this Agreement approve the Merger (the “Company Recommendation”) and (iv) directed that the adoption approval of this Agreement the Merger be submitted for consideration by the Company’s shareholders stockholders at a meeting thereof. This Agreement has been duly and validly executed and delivered by the Company andand Company OP, and assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsSub, this Agreement constitutes the legal, valid and binding agreement of the Company and Company OP and is enforceable against the Company and Company OP in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws of general applicability affecting creditor’s creditors’ rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), and to consummate the transactions contemplated hereby, including the MergersAcquisition and the Financing. The execution, delivery and performance by Parent and Purchaser of this Agreement and the Company consummation by each of them of the transactions contemplated hereby, including the Acquisition and the Financing, have been duly and validly authorized by the Parent Board and the Purchaser Board and, except for the approval of the Scheme by Parent, as the sole stockholder of Purchaser (which such approval shall occur prior to or concurrently with the execution of this Agreement), no other corporate action or proceedings on the part of either Parent or Purchaser, or vote of Parent’s or Purchaser’s shareholders, are necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval Acquisition and the filing of Financing. The Parent Board has approved the Initial Certificates of Merger execution, delivery and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company performance of this Agreement or and the consummation of the transactions contemplated hereby, including the Mergers. The Company Acquisition, and the Purchaser Board has (i) determined that the transactions contemplated by this Agreement, including the MergersAcquisition, are advisable, fair would be most likely to promote the success of Purchaser for the benefit of its sole shareholder and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofAcquisition. This Agreement has been duly and validly executed and delivered by the Company Parent and Purchaser and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Substhe Company, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Purchaser and is enforceable against the Company Parent and Purchaser in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to adoption of this Agreement by holders of two-thirds a majority of the outstanding shares of Company Common Shares Stock entitled to vote thereon (the “Company Shareholder Stockholder Approval”), to consummate the transactions contemplated hereby, including the MergersMerger. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board of Directors and, except for the Company Shareholder Stockholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders stockholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the MergersMerger. The Company Board of Directors has unanimously (i) resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), (ii) declared it advisable to enter into the Merger Agreement , (iii) determined that this Agreement and the Merger and the other transactions contemplated by this Agreement, including the Mergers, Agreement are advisable, fair to and in the best interests of the Company and its shareholdersthe Company’s stockholders, (iiiii) approved the execution, delivery and performance of this Agreement and the consummation of Merger and the other transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt by this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders stockholders at a meeting thereof. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubsSub, this Agreement constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate power and authority to execute execute, deliver and deliver perform their applicable obligations under this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”), and to consummate the transactions contemplated hereby, including the MergersMerger, the Partnership Merger and the Financing. The execution, delivery and performance by Parent and Merger Sub, as applicable, of this Agreement and the Company consummation by each of them of the transactions contemplated hereby (including the Merger, the Partnership Merger and the Financing), have been duly and validly authorized by the board of directors of Parent (the “Parent Board”) and the stockholders of Parent (in the case of Parent) and the board of directors of Merger Sub (the “Merger Sub Board”) and all of the members of Merger Sub (in the case of Merger Sub), and no other corporate action or proceedings on the part of either Parent or Merger Sub, are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing of the Initial Certificates of Partnership Merger and the Subsequent Certificates Financing. The Parent Board and the stockholders of Parent (in the case of Parent) and the Merger Sub Board and all of the members of Merger with Sub (in the Secretary case of State of Merger Sub) have approved the State of Ohio execution, delivery and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company performance of this Agreement or and the consummation of the transactions contemplated hereby, including the MergersMerger and the Partnership Merger. The Company Parent Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, Agreement are advisable, fair to and in the best interests of the Company and its shareholdersParent, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, and (iii) resolved to recommend that the holders stockholders of Company Common Shares Parent adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofAgreement. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent the Company and Merger SubsCompany OP, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Merger Sub and is enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption of this Agreement by holders of two-thirds of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”)Stockholder Approval having been obtained, to consummate the transactions contemplated hereby, including the MergersMerger. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Stockholder Approval having been obtained and the filing of the Initial Certificates of Merger and the Subsequent Certificates Certificate of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders its stockholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board has (i) determined that the transactions contemplated by this Agreement, including the Mergers, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofMerger. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legaldue authorization, valid execution and binding agreement of delivery thereof by Parent and Merger SubsSub, this Agreement constitutes the a legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to applicable the effects of bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s creditors’ rights generally and the availability of or equitable relief and any implied covenant of good faith and fair dealing principles (whether considered in a Proceeding in equity or at law) (the “Enforceability Exceptions”). The Company Board at a meeting duly called and held has adopted resolutions (upon the recommendation of the Special Committee) that: (i) determined that the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby (including the execution, delivery and performance thereof) and declared it advisable that the Company enter into this Agreement and consummate the transactions contemplated hereby in accordance with the DGCL and (iii) recommended that the Company’s stockholders adopt this Agreement.

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Merger Sub has the requisite corporate or company, as applicable, power and authority to execute and deliver this Agreement Agreement, the other Contracts contemplated hereby and, subject to adoption of this Agreement by holders of two-thirds the effectiveness of the outstanding Company Common Shares entitled to vote thereon (the “Company Shareholder Approval”)Parent Consent, to consummate the transactions contemplated hereby, including the MergersMerger and the Financing, and thereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Company other Contracts contemplated hereby and the consummation by each of them of the transactions contemplated hereby, including the Merger and the Financing, and thereby have been duly and validly authorized by the board of directors of Parent and the board of directors of Merger Sub and, except for the Parent Consent becoming effective in accordance with its terms and the DGCL and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate or company action or proceedings on the part of either Parent or Merger Sub, or other vote of Parent’s equityholders or Merger Sub’s stockholders, are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement, the other Contracts contemplated hereby and the consummation of the transactions contemplated hereby, including the Merger and the Financing, and thereby. The board of directors of Parent has approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, have been duly and validly authorized by the Company Board and, except for the Company Shareholder Approval and the filing board of the Initial Certificates directors of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. The Company Board Sub has (i) determined that the transactions contemplated by this Agreement, including the MergersMerger, are advisable, fair to and in the best interests of the Company Merger Sub and its shareholderssole stockholder, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the MergersMerger, and (iii) resolved to recommend that the holders sole stockholder of Company Common Shares Merger Sub adopt this Agreement (the “Company Recommendation”) and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company’s shareholders at a meeting thereofAgreement. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Substhe Company, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Merger Sub and is enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; Consents and Approvals; No Violation. (a) The Company Each of Parent and Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and, subject to adoption the approval of this Agreement the Parent Share Issuance by a majority of the votes cast by holders of two-thirds outstanding shares of the outstanding Company Parent Common Shares entitled to vote thereon Stock (the “Company Shareholder Parent Stockholder Approval”), to consummate the transactions contemplated hereby, including the Mergers. The execution, delivery and performance by the Company Parent and Purchaser of this Agreement and the consummation by each of them of the transactions contemplated hereby, including the Mergers, have been duly and validly authorized by the Company Parent Board andand the Purchaser Board and adopted and approved by Parent, as the sole stockholder of Purchaser, and except for the Company Shareholder Approval and the filing of the Initial Certificates of Merger and the Subsequent Certificates of Merger with the Secretary of State of the State of Ohio and the Secretary of State of the State of DelawareParent Stockholder Approval, no other corporate action or proceedings on the part of the Company Parent or Purchaser, or other vote of the CompanyParent’s shareholders stockholders, Purchaser’s sole shareholder, are necessary to authorize the execution and delivery by the Company Xxxxxx and Purchaser of this Agreement or the consummation of the transactions contemplated hereby, including the Mergers. (i) The Company Parent Board has (iA) determined that the transactions contemplated by this Agreement, including the Mergers, Transactions are advisable, fair to and in the best interests of the Company Parent and its shareholdersstockholders, (iiB) declared it advisable to enter into this Agreement (C) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including (D) made the MergersParent Board Recommendation, (iii) resolved to recommend that the holders of Company Common Shares adopt this Agreement (the “Company Recommendation”) and (ivE) directed that the adoption of this Agreement Parent Share Issuance be submitted for consideration by the CompanyParent’s shareholders stockholders at a meeting thereof, and (ii) the Board of Managers of Purchaser has (A) determined that the Transactions are advisable, fair to and in the best interests of Purchaser and its sole shareholder, (B) approved the Transactions, on the terms and subject to the conditions set forth in this Agreement, and (C) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and Purchaser and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Substhe Sellers, this Agreement constitutes the legal, valid and binding agreement of the Company Parent and Purchaser and is enforceable against the Company Parent and Purchaser in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and the availability of equitable relief and any implied covenant of good faith and fair dealing (the “Enforceability Exceptions”).