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

Corporate Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Sub of this Agreement and the consummation by Parent and Sub of the transactions contemplated hereby have been duly and validly authorized by their respective boards of directors, and no other corporate action or proceedings on the part of Parent or Sub are necessary to authorize the execution and delivery by Parent or Sub of this Agreement and the consummation by Parent and Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Sub, and, assuming this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Boards of Directors of each of Parent and Sub have duly and validly approved and taken all corporate action required to be taken by each of them for the consummation of the transactions contemplated by this Agreement and the Stock Option Agreement, including having determined that this Agreement, the Stock Option Agreement and the transactions contemplated hereby and thereby, taken together, are fair to and in the best interests of Parent. No vote of the shareholders of Parent is required to approve the Merger or the issuance of Parent Ordinary Shares in the Merger under applicable Law.

Corporate Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Merger Sub has full the requisite corporate or limited liability company power and corporate or limited liability company authority to execute and deliver this Agreement Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by their respective boards the board of directors, directors of Parent and the sole member of Merger Sub and no other corporate action or limited liability company proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery by each of Parent or and Merger Sub of this Agreement Agreement, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes a valid and binding obligation of the CompanyStockholder, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium insolvency or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Boards of Directors of each of Parent and Sub have duly and validly approved and taken all corporate action required to be taken by each of them for the consummation of the transactions contemplated by this Agreement and the Stock Option Agreement, including having determined that this Agreement, the Stock Option Agreement and the transactions contemplated hereby and thereby, taken together, are fair to and in the best interests of Parent. No vote of the shareholders of Parent is required to approve the Merger or the issuance of Parent Ordinary Shares in the Merger under applicable Law.

Corporate Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Sub of this Agreement and the consummation by Parent and Sub of the transactions contemplated hereby have been duly and validly authorized by their respective boards of directors, and no other corporate action or proceedings on the part of Parent or Sub are necessary to authorize the execution and delivery by Parent or Sub of this Agreement and the consummation by Parent and Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Sub, and, assuming this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought. (b) The Boards of Directors of each of Parent and Sub have duly and validly approved and taken all corporate action required to be taken by each of them for the consummation of the transactions contemplated by this Agreement and the Stock Option Agreement, including having determined that this Agreement, the Stock Option Agreement and the transactions contemplated hereby and therebyhereby, taken together, are fair to and in the best interests of Parent. No vote of the shareholders of Parent is required to approve the Merger or the issuance of Parent Ordinary Shares in the Merger under applicable Law.

Corporate Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by their respective boards its board of directors, and no other corporate action or proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery by Parent or Merger Sub of this Agreement Agreement, and the consummation by Parent and or Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub, and, assuming this Agreement constitutes a valid and binding obligation of the CompanyShareholders, constitutes a valid and binding obligation of each obligations of Parent and Merger Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Boards of Directors of each of Parent and Sub have duly and validly approved and taken all corporate action required to be taken by each of them for the consummation of the transactions contemplated by this Agreement and the Stock Option Agreement, including having determined that this Agreement, the Stock Option Agreement and the transactions contemplated hereby and thereby, taken together, are fair to and in the best interests of Parent. No vote of the shareholders of Parent is required to approve the Merger or the issuance of Parent Ordinary Shares in the Merger under applicable Law.

Corporate Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement Agreement, and the consummation by Parent and Sub it of the transactions contemplated hereby hereby, have been been, duly and validly authorized by their respective boards of directors, directors and no other corporate action or proceedings on the part of the part of Parent or Merger Sub are necessary to authorize the execution and delivery by Parent or Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub, and, assuming this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Boards of Directors of each of Parent and Merger Sub have duly and validly approved and taken all corporate action required to be taken by each of them for the consummation of the transactions contemplated by this Agreement and the Stock Option Agreement, including including, but not limited to, having determined that this Agreement, the Stock Option Agreement and the transactions contemplated hereby and therebyhereby, taken together, are fair to advisable and in the best interests of the stockholders of Parent. No vote of the shareholders of Parent is required to approve the Merger or the issuance of Parent Ordinary Shares in the Merger under applicable Law.

Corporate Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub has full corporate power and authority to execute and deliver this Agreement, the Stock Option Agreement and the Xxxx/Chilmark Stockholder Agreement and, subject in the case of this Agreement to obtaining any necessary approval of Parent's stockholders as contemplated by Section 1.7(b) hereof with respect to the Merger, to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Parent and Sub of this Agreement and the consummation by Parent and Sub of the transactions contemplated hereby have been duly and validly authorized by their respective boards Boards of directorsDirectors and by Sub's sole stockholder and, and except in the case of obtaining any necessary approval of Parent's stockholders as contemplated by Section 1.7(b) hereof, no other corporate action or proceedings on the part of Parent or and Sub are necessary to authorize the execution and delivery by Parent or and Sub of this Agreement and the consummation by Parent and Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Sub, and, assuming this Agreement constitutes a valid and binding obligation obligations of the Company, constitutes a valid and binding obligation obligations of each of Parent and Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) . The Boards of Directors of each shares of Parent Common Stock issued pursuant to the Merger, if any, will be duly authorized, validly issued, fully paid and Sub have duly nonassessable and validly approved and taken all corporate action required not subject to be taken by each of them for the consummation of the transactions contemplated by this Agreement and the Stock Option Agreement, including having determined that this Agreement, the Stock Option Agreement and the transactions contemplated hereby and thereby, taken together, are fair to and in the best interests of Parent. No vote of the shareholders of Parent is required to approve the Merger or the issuance of Parent Ordinary Shares in the Merger under applicable Lawpreemptive rights.

Corporate Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub has full corporate power and authority to execute and deliver this Agreement and Agreement, and, subject to obtaining any necessary approval of Parent's stockholders as contemplated by Section 1.6(b) hereof with respect to the Merger, to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Sub of this Agreement and the consummation by Parent and Sub of the transactions contemplated hereby have been duly and validly authorized by their respective boards Boards of directorsDirectors and by Sub's sole stockholder and, and except in the case of obtaining any necessary approval of Parent's stockholders as contemplated by Section 1.6(b) hereof, no other corporate action or proceedings on the part of Parent or and Sub are necessary to authorize the execution and delivery by Parent or and Sub of this Agreement and the consummation by Parent and Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Sub, and, assuming this Agreement constitutes a valid and binding obligation obligations of the Company, constitutes a valid and binding obligation obligations of each of Parent and Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) . The Boards of Directors of each shares of Parent and Sub have duly and validly approved and taken all corporate action required Common Stock issued pursuant to be taken by each of them for the consummation of the transactions contemplated by this Agreement and the Stock Option Agreement, including having determined that this Agreement, the Stock Option Agreement and the transactions contemplated hereby and thereby, taken together, are fair to and in the best interests of Parent. No vote of the shareholders of Parent is required to approve the Merger or the issuance of Parent Ordinary Shares in the Merger under applicable Lawwill be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.