Common use of Corporate Authorization; Enforceability Clause in Contracts

Corporate Authorization; Enforceability. (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to adoption of this Agreement by the Requisite Company Vote, to consummate the transactions contemplated by this Agreement. The Board of Directors of the Company (the "Company Board"), acting upon the unanimous recommendation of the Special Committee, at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement with Parent and MergerCo, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the shareholders of the Company adopt this Agreement (including the recommendation of the Special Committee) (the "Company Board Recommendation") and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Shareholders Meeting. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to the Requisite Company Vote.

Corporate Authorization; Enforceability. (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to adoption approval of this Agreement by the Requisite Company Vote, to consummate the transactions contemplated by this Agreement. The Board of Directors of the Company (the "Company Board"), acting upon the unanimous recommendation of the Special Committee, at a duly held meeting ) has unanimously (i) determined that it is this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement with Parent and MergerCo, (ii) approved the execution, delivery and performance of adopted this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that approval of this Agreement and the transactions contemplated hereby, including the Merger, by the shareholders of the Company adopt this Agreement (including the recommendation of the Special Committee(i), (ii), and (iii) (collectively, the "Company Board Recommendation") ), and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Shareholders Meeting. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to the Requisite Company Vote.

Corporate Authorization; Enforceability. (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to adoption of this Agreement by the Requisite Company Vote, to consummate the transactions contemplated by this Agreement. The Board of Directors of the Company (the "“Company Board"”), acting upon the unanimous recommendation of the Special Committee, at a duly held meeting has unanimously (excluding Jxxxx Xxxxx) (i) determined that it the Merger is fair to, and in the best interests of the Company and its shareholdersstockholders (other than the Contributing Stockholders), and declared it advisable, advisable to enter into this Agreement with Parent and MergerCo, (ii) approved the execution, delivery and performance of adopted this Agreement and approved the consummation of Merger (as defined below), upon the transactions contemplated hereby, including terms and subject to the Merger, conditions set forth herein and (iii) resolved to recommend that the shareholders stockholders of the Company adopt approve this Agreement (including the recommendation of the Special Committee) (, the "“Company Board Recommendation"”) and directed that such matter be submitted for consideration of the shareholders stockholders of the Company at the Company Shareholders Stockholders Meeting. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to the Requisite Company Vote.

Corporate Authorization; Enforceability. (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to adoption approval of this Agreement by the Requisite Company Vote, to consummate the transactions contemplated by this Agreement. The Board of Directors of the Company (the "Company BoardCOMPANY BOARD"), acting upon the unanimous recommendation of the Special Committee, at a duly held meeting ) has unanimously (i) determined that it is this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement with Parent and MergerCo, (ii) approved the execution, delivery and performance of adopted this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that approval of this Agreement and the transactions contemplated hereby, including the Merger, by the shareholders of the Company adopt this Agreement (including the recommendation of the Special Committee(i), (ii), and (iii) (collectively, the "Company Board RecommendationCOMPANY BOARD RECOMMENDATION") ), and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Shareholders Meeting. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, subject to the Requisite Company Vote.

Corporate Authorization; Enforceability. (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to adoption approval of this Agreement by the Requisite Company Vote, to consummate the transactions contemplated by this Agreement, including the Merger. The Board of Directors of the Company (the "Company Board"), acting upon the unanimous recommendation of the Special Committee, at a duly held meeting has unanimously has, by unanimous vote of all of the directors, (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement with Parent and MergerCo, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the shareholders of the Company adopt approve this Agreement (including collectively with the recommendation of the Special Committee) (, the "“Company Board Recommendation"”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Shareholders Meeting. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of the CompanyCompany and no further action is required on the part of the Company to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject only to the Requisite Company VoteVote and the filing of the Articles of Merger.

Corporate Authorization; Enforceability. (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to adoption of this Agreement by the Requisite Company VoteVote in the case of the consummation of the Merger, to consummate the transactions contemplated by this Agreement. The Board of Directors of the Company (the "Company Board"), acting upon the unanimous recommendation of the Special Committee, at a meeting duly called and held meeting has unanimously prior to the execution of this Agreement, duly and unanimously: (i) determined that it is in the best interests of the Company and its shareholdersstockholders, and declared it advisable, to enter into this Agreement with Parent and MergerCoPurchaser, (ii) determined that the consideration to be paid in the Merger is fair to and in the best interests of the Company’s stockholders, (iii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the MergerMerger and the other transactions contemplated hereby, and (iiiiv) resolved to recommend that the shareholders of Company’s stockholders adopt and approve this Agreement, the Company adopt Merger and the other transactions contemplated by this Agreement (including the recommendation of the Special Committee) (the "“Company Board Recommendation") and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Shareholders Meeting”). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, except in the case of the Merger which is subject to the Requisite Company Vote.