Common use of Corporate Organization and Authorization Clause in Contracts

Corporate Organization and Authorization. (a) Each of Buyer and Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. (b) Buyer has all requisite corporate power and authority and, except as set forth on Schedule 5.1(b), all governmental authorizations, permits, certificates, licenses, consents and approvals required to carry on its business as presently conducted, except where the failure to possess such authorizations, permits, certificates, licenses, consents and approvals (either individually or in the aggregate) would not have a Material Adverse Effect on Buyer. Buyer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to so qualify or to maintain such good standing (either in one jurisdiction or in the aggregate) would not have, individually or in the aggregate, a Material Adverse Effect on Buyer. (c) This Agreement has been duly executed and delivered by Buyer and Sub and, except for approval of this Agreement by Buyer's and Sub's Board of Directors and by a majority of holders of Sub's common stock, which approval has been obtained prior to the execution hereof, no corporate authorization on the part of Buyer or Sub is necessary to consummate the transactions contemplated by this Agreement. No approval by the shareholders of Buyer is required by law, charter or by-laws of Buyer, listing agreement with, or policy of the NYSE or otherwise for the consummation of this Agreement, it being understood, however, that in order for Buyer to issue a number of shares in excess of the Minimum Merger Shares, it must obtain shareholder approval to amend its Certificate of Incorporation to increase the number of shares of authorized common stock (and the failure of Buyer to obtain such approval shall give rise to Buyer's obligation to issue the Minimum Merger Shares and the Aggregate Cash Consideration deliverable pursuant to Section 3.1(b) hereof when the Minimum Merger Shares are issued pursuant to Section 3.1(a) hereof). (d) This Agreement constitutes a valid and binding agreement of Buyer and Sub and is enforceable against Buyer and Sub in accordance with its terms, except to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (e) The copies of the Certificate of Incorporation and By-Laws, and all amendments thereto to the date of this Agreement, of Buyer and Sub heretofore delivered to the Company are complete and true copies of such documents as in effect on the date hereof.

Corporate Organization and Authorization. (a) Each of Buyer and Sub EKCO is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. EKCO has all requisite necessary corporate power and authority to enter into own, lease and operate its property, carry on its business as it is now being conducted, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby. EKCO has provided to ACQUIROR correct and complete copies of the certificate of incorporation and bylaws of EKCO. The execution and delivery of this Agreement by EKCO and to carry out the consummation by EKCO of the transactions contemplated herebyhereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of EKCO are necessary to authorize this Agreement or to consummate the Offer, the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the then outstanding EKCO Shares, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by EKCO and, assuming the due authorization, execution and delivery by ACQUIROR and Acquisition Subsidiary, constitutes a legal, valid and binding obligation of EKCO enforceable against EKCO in accordance with its terms. (bi) Buyer EKCO has all requisite corporate power and authority and, except as set forth on Schedule 5.1(b), all governmental authorizations, permits, certificates, licenses, consents and approvals required to carry on its business as presently conducted, except where the failure to possess such authorizations, permits, certificates, licenses, consents and approvals (either individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect on Buyer(as defined below). Buyer EKCO is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to be so qualify or to maintain such qualified and in good standing (either in one jurisdiction or in the aggregate) would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer(as defined below). (cii) This Agreement has been duly executed and delivered by Buyer and Sub and, except for approval of this Agreement by Buyer's and Sub's Board of Directors and by a majority of holders of Sub's common stock, which approval has been obtained prior to the execution hereof, no corporate authorization on the part of Buyer or Sub is necessary to consummate the transactions contemplated by this Agreement. No approval by the shareholders of Buyer is required by law, charter or by-laws of Buyer, listing agreement with, or policy of the NYSE or otherwise for the consummation For purposes of this Agreement, it being understood"Material Adverse Effect" shall mean with respect to EKCO, howeverany fact, event, change, circumstance or effect that in order for Buyer is materially adverse to issue a number the business, assets, liabilities or condition (financial or otherwise) or results of shares in excess operations of the Minimum Merger Shares, it must obtain shareholder approval to amend its Certificate of Incorporation to increase the number of shares of authorized common stock (EKCO and the failure of Buyer to obtain such approval shall give rise to Buyer's obligation to issue the Minimum Merger Shares and the Aggregate Cash Consideration deliverable pursuant to Section 3.1(bEKCO Subsidiaries, taken as a whole, other than any fact, event, change, circumstance or effect (i) hereof when the Minimum Merger Shares are issued pursuant to Section 3.1(a) hereof). (d) This Agreement constitutes a valid and binding agreement of Buyer and Sub and is enforceable against Buyer and Sub in accordance with its terms, except relating to the extent enforcement may be limited by bankruptcyindustries for EKCO's products or the general economy, insolvency, reorganization, moratorium or other similar laws relating to (ii) arising out of or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (e) The copies of the Certificate of Incorporation and By-Laws, and all amendments thereto to the date of resulting from entering into this Agreement, the announcement thereof, or the consummation of Buyer and Sub heretofore delivered to the Company are complete and true copies of such documents as in effect on the date hereoftransactions contemplated hereby.

Corporate Organization and Authorization. (a) Each of Buyer and Sub Xxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite the corporate power to own its property and authority to enter into this Agreement and to carry out the transactions contemplated hereby. (b) Buyer has all requisite corporate power and authority and, except as set forth on Schedule 5.1(b), all governmental authorizations, permits, certificates, licenses, consents and approvals required to carry on its business as presently now being conducted. Xxxxx has all necessary corporate power and authority to execute and deliver this Agreement, except where to perform its obligations hereunder and to consummate the failure Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement by Xxxxx and the consummation by Xxxxx of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Xxxxx are necessary to possess such authorizationsauthorize this Agreement or to consummate the Offer, permitsthe Merger and the other transactions contemplated hereby (other than, certificateswith respect to the Merger, licensesthe approval and adoption of this Agreement by the affirmative vote of a majority of the then outstanding Xxxxx Shares, consents if and approvals to the extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Xxxxx and, assuming the due authorization, execution and delivery by Acquiror and Acquisition Subsidiary, constitutes a legal, valid and binding obligation of Xxxxx enforceable against Xxxxx in accordance with its terms. (either individually or in the aggregatei) would not have a Material Adverse Effect on Buyer. Buyer Xxxxx is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to be so qualify or to maintain such qualified and in good standing (either in one jurisdiction or in the aggregate) would not havereasonably be expected to have a Material Adverse Effect (as defined below). (ii) For purposes of this Agreement, “Material Adverse Effect” means any change, event, circumstance, development or effect that, individually or in the aggregateaggregate with all other changes, events, circumstances, developments or effects occurring or existing prior to the determination of a Material Adverse Effect Effect, has a material adverse effect on Buyer. (ci) This Agreement has been duly executed the business, operations, assets, liabilities, capitalization, condition (financial or other), or results of operations of Xxxxx and delivered by Buyer and Sub andany Xxxxx Subsidiaries, except for approval taken as a whole or (ii) the ability of this Agreement by Buyer's and Sub's Board of Directors and by a majority of holders of Sub's common stock, which approval has been obtained prior to the execution hereof, no corporate authorization on the part of Buyer or Sub is necessary Xxxxx to consummate the transactions contemplated by this Agreement. No approval by the shareholders of Buyer is required by law; provided, charter or by-laws of Buyerhowever, listing agreement with, or policy that none of the NYSE following shall be deemed either alone or otherwise for in combination with any of the consummation following to constitute a Material Adverse Effect: (A) any adverse effect that results from general economic, business, financial or market conditions (provided that such adverse effect does not affect Xxxxx and any Xxxxx Subsidiaries, taken as a whole, in a disproportionate manner); (B) any adverse effect that results from conditions in the pharmaceutical or biotechnology industries (provided that such adverse effect does not affect Xxxxx and any Xxxxx Subsidiaries, taken as a whole, in a disproportionate manner); (C) any adverse effect resulting from any act of terrorism, war, national or international Agreement and Plan of Merger calamity or any other similar event (provided that such adverse effect does not affect Xxxxx and any Xxxxx Subsidiaries, taken as a whole, in a disproportionate manner); (D) any changes (after the date hereof) in GAAP; (E) any loss of customers, suppliers, vendors or employees or any cancellation of or delay in customer orders resulting from the announcement or pendency of this Agreement, it being understoodthe Offer or the Merger (but not, howeverfor the avoidance of doubt, that in order for Buyer to issue a number any direct legal or contractual consequence of shares in excess Xxxxx’x execution, delivery and performance of this Agreement and the consummation of the Minimum Merger Shares, it must obtain shareholder approval to amend its Certificate of Incorporation to increase the number of shares of authorized common stock transactions contemplated hereby or thereby); (and F) the failure of Buyer Xxxxx to obtain such approval meet internal or analysts’ expectations or projections, in and of itself; (G) any adverse effect resulting from any action taken by Xxxxx or any Xxxxx Subsidiaries with Acquiror’s prior written consent or the taking of any action expressly required by this Agreement; (H) a decline in Xxxxx’x stock price, in and of itself; and (I) Xxxxx’x continuing to suffer operating losses in amounts consistent with the losses projected to be suffered by Xxxxx in projections previously provided or made available to Acquiror by Xxxxx, in and of itself. For the avoidance of doubt, the parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall give rise to Buyer's obligation to issue the Minimum Merger Shares have their respective customary and the Aggregate Cash Consideration deliverable pursuant to Section 3.1(b) hereof when the Minimum Merger Shares are issued pursuant to Section 3.1(a) hereof). (d) This Agreement constitutes a valid and binding agreement of Buyer and Sub and is enforceable against Buyer and Sub in accordance with its termsordinary meanings, except without regard to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating meanings ascribed to or affecting creditors' rights generally and general equitable principles (whether considered Material Adverse Effect in a proceeding in equity or at law). (e) The copies of the Certificate of Incorporation and By-Laws, and all amendments thereto to the date prior sentence of this Agreement, of Buyer and Sub heretofore delivered to the Company are complete and true copies of such documents as in effect on the date hereofparagraph.

Corporate Organization and Authorization. (a) Each of Buyer and Sub Cxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite the corporate power to own its property and authority to enter into this Agreement and to carry out the transactions contemplated hereby. (b) Buyer has all requisite corporate power and authority and, except as set forth on Schedule 5.1(b), all governmental authorizations, permits, certificates, licenses, consents and approvals required to carry on its business as presently now being conducted. Cxxxx has all necessary corporate power and authority to execute and deliver this Agreement, except where to perform its obligations hereunder and to consummate the failure Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement by Cxxxx and the consummation by Cxxxx of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Cxxxx are necessary to possess such authorizationsauthorize this Agreement or to consummate the Offer, permitsthe Merger and the other transactions contemplated hereby (other than, certificateswith respect to the Merger, licensesthe approval and adoption of this Agreement by the affirmative vote of a majority of the then outstanding Cxxxx Shares, consents if and approvals to the extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Cxxxx and, assuming the due authorization, execution and delivery by Acquiror and Acquisition Subsidiary, constitutes a legal, valid and binding obligation of Cxxxx enforceable against Cxxxx in accordance with its terms. (either individually or in the aggregatei) would not have a Material Adverse Effect on Buyer. Buyer Cxxxx is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to be so qualify or to maintain such qualified and in good standing (either in one jurisdiction or in the aggregate) would not havereasonably be expected to have a Material Adverse Effect (as defined below). (ii) For purposes of this Agreement, “Material Adverse Effect” means any change, event, circumstance, development or effect that, individually or in the aggregateaggregate with all other changes, events, circumstances, developments or effects occurring or existing prior to the determination of a Material Adverse Effect Effect, has a material adverse effect on Buyer. (ci) This Agreement has been duly executed the business, operations, assets, liabilities, capitalization, condition (financial or other), or results of operations of Cxxxx and delivered by Buyer and Sub andany Cxxxx Subsidiaries, except for approval taken as a whole or (ii) the ability of this Agreement by Buyer's and Sub's Board of Directors and by a majority of holders of Sub's common stock, which approval has been obtained prior to the execution hereof, no corporate authorization on the part of Buyer or Sub is necessary Cxxxx to consummate the transactions contemplated by this Agreement. No approval by the shareholders of Buyer is required by law; provided, charter or by-laws of Buyerhowever, listing agreement with, or policy that none of the NYSE following shall be deemed either alone or otherwise for in combination with any of the consummation following to constitute a Material Adverse Effect: (A) any adverse effect that results from general economic, business, financial or market conditions (provided that such adverse effect does not affect Cxxxx and any Cxxxx Subsidiaries, taken as a whole, in a disproportionate manner); (B) any adverse effect that results from conditions in the pharmaceutical or biotechnology industries (provided that such adverse effect does not affect Cxxxx and any Cxxxx Subsidiaries, taken as a whole, in a disproportionate manner); (C) any adverse effect resulting from any act of terrorism, war, national or international calamity or any other similar event (provided that such adverse effect does not affect Cxxxx and any Cxxxx Subsidiaries, taken as a whole, in a disproportionate manner); (D) any changes (after the date hereof) in GAAP; (E) any loss of customers, suppliers, vendors or employees or any cancellation of or delay in customer orders resulting from the announcement or pendency of this Agreement, it being understoodthe Offer or the Merger (but not, howeverfor the avoidance of doubt, that in order for Buyer to issue a number any direct legal or contractual consequence of shares in excess Cxxxx’x execution, delivery and performance of this Agreement and the consummation of the Minimum Merger Shares, it must obtain shareholder approval to amend its Certificate of Incorporation to increase the number of shares of authorized common stock transactions contemplated hereby or thereby); (and F) the failure of Buyer Cxxxx to obtain such approval meet internal or analysts’ expectations or projections, in and of itself; (G) any adverse effect resulting from any action taken by Cxxxx or any Cxxxx Subsidiaries with Acquiror’s prior written consent or the taking of any action expressly required by this Agreement; (H) a decline in Cxxxx’x stock price, in and of itself; and (I) Cxxxx’x continuing to suffer operating losses in amounts consistent with the losses projected to be suffered by Cxxxx in projections previously provided or made available to Acquiror by Cxxxx, in and of itself. For the avoidance of doubt, the parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall give rise to Buyer's obligation to issue the Minimum Merger Shares have their respective customary and the Aggregate Cash Consideration deliverable pursuant to Section 3.1(b) hereof when the Minimum Merger Shares are issued pursuant to Section 3.1(a) hereof). (d) This Agreement constitutes a valid and binding agreement of Buyer and Sub and is enforceable against Buyer and Sub in accordance with its termsordinary meanings, except without regard to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating meanings ascribed to or affecting creditors' rights generally and general equitable principles (whether considered Material Adverse Effect in a proceeding in equity or at law). (e) The copies of the Certificate of Incorporation and By-Laws, and all amendments thereto to the date prior sentence of this Agreement, of Buyer and Sub heretofore delivered to the Company are complete and true copies of such documents as in effect on the date hereofparagraph.

Corporate Organization and Authorization. (a) Each of Buyer SRC and Sub EAC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. Each of SRC and EAC has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to carry out consummate the transactions contemplated hereby. The execution and delivery of this Agreement by SRC and EAC and the consummation by SRC and EAC of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of SRC or EAC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval of an amendment to the Certificate of Incorporation of SRC increasing its authorized shares of capital stock by the requisite vote of the holders of the then outstanding shares of SRC capital stock entitled to vote thereon and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by SRC and EAC and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of SRC and EAC enforceable against SRC and EAC in accordance with its terms. (bi) Buyer has all requisite corporate power and authority and, except Except as set forth on Schedule 5.1(b2.1(b), SRC has all requisite --------------- governmental authorizations, permits, certificates, licenses, consents and approvals required to carry on its business as presently conducted, except where the failure to possess such authorizations, permits, certificates, licenses, consents and approvals (either individually or in the aggregate) would not have a SRC Material Adverse Effect on Buyer(as defined below). Buyer SRC is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to be so qualify or to maintain such qualified and in good standing (either in one jurisdiction or in the aggregate) would not have, individually or in the aggregate, have a SRC Material Adverse Effect on Buyer(as defined below). (cii) This Agreement has been duly executed and delivered by Buyer and Sub and, except for approval of this Agreement by Buyer's and Sub's Board of Directors and by a majority of holders of Sub's common stock, which approval has been obtained prior to the execution hereof, no corporate authorization on the part of Buyer or Sub is necessary to consummate the transactions contemplated by this Agreement. No approval by the shareholders of Buyer is required by law, charter or by-laws of Buyer, listing agreement with, or policy of the NYSE or otherwise for the consummation For purposes of this Agreement, it being understood"SRC Material Adverse Effect" --------------------------- shall mean with respect to SRC, howeverany fact, event, change, circumstance or effect that in order for Buyer is materially adverse to issue the business, financial condition, operations, results of operations or assets of SRC and the SRC Subsidiaries, taken as a number of shares in excess whole, other than any fact, event, change, circumstance or effect (i) relating to the economy or securities markets of the Minimum Merger SharesUnited States or any other region in general, it must obtain shareholder approval (ii) resulting from entering into this Agreement or the consummation of the transactions contemplated hereby or the announcement thereof, (iii) resulting from the continuation of any existing unfavorable business or financial trend without a worsening thereof, or (iv) resulting from its business, financial condition or results of operations that have been disclosed to amend its Certificate of Incorporation to increase the number of shares of authorized common stock (and the failure of Buyer to obtain such approval shall give rise to Buyer's obligation to issue the Minimum Merger Shares and the Aggregate Cash Consideration deliverable pursuant to Section 3.1(b) hereof when the Minimum Merger Shares are issued pursuant to Section 3.1(a) hereof)Company. (diii) This Agreement constitutes a valid and binding agreement of Buyer and Sub and is enforceable against Buyer and Sub in accordance with its terms, except to Other than the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (e) The copies of the Certificate of Incorporation and By-Laws, and all amendments thereto to the date of obligations created under this Agreement, EAC has neither incurred any obligation or liability nor engaged in any business activities of Buyer any type or kind whatsoever, and Sub heretofore delivered to the Company are complete and true copies of such documents as in effect on the date hereofis not obligated under any contracts, claims, leases, liabilities (contingent or otherwise), loans or otherwise.

Corporate Organization and Authorization. (a) Each of Buyer and Sub The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and each instrument required hereby to carry out be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement by the Company and each instrument required hereby to be executed and delivered by it at the Closing and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action (including all necessary approvals of the Board of Directors and the Stockholders (including the Stockholder Consent, a true, complete and correct copy of which is attached hereto as Exhibit A), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Stockholders’ Agent and the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Stockholders’ Agent and the Company enforceable against the Stockholders’ Agent and the Company in accordance with its terms, subject to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (b) Buyer The Company has all requisite necessary corporate power and authority and, except as set forth on Schedule 5.1(b), all requisite governmental authorizations, permits, certificates, licenses, consents and approvals required to own its properties and assets and carry on its business as presently conducted, except where the failure to possess such authorizations, permits, certificates, licenses, consents and approvals (either individually or in the aggregate) would not have a Material Adverse Effect on Buyer. Buyer The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to be so qualify or to maintain such qualified and in good standing (either in one jurisdiction or in the aggregate) would not have, individually or in the aggregate, have a Company Material Adverse Effect on BuyerEffect. (c) This Agreement has been duly executed True, complete and delivered by Buyer and Sub and, except for approval of this Agreement by Buyer's and Sub's Board of Directors and by a majority of holders of Sub's common stock, which approval has been obtained prior to the execution hereof, no corporate authorization on the part of Buyer or Sub is necessary to consummate the transactions contemplated by this Agreement. No approval by the shareholders of Buyer is required by law, charter or by-laws of Buyer, listing agreement with, or policy of the NYSE or otherwise for the consummation of this Agreement, it being understood, however, that in order for Buyer to issue a number of shares in excess of the Minimum Merger Shares, it must obtain shareholder approval to amend its Certificate of Incorporation to increase the number of shares of authorized common stock (and the failure of Buyer to obtain such approval shall give rise to Buyer's obligation to issue the Minimum Merger Shares and the Aggregate Cash Consideration deliverable pursuant to Section 3.1(b) hereof when the Minimum Merger Shares are issued pursuant to Section 3.1(a) hereof). (d) This Agreement constitutes a valid and binding agreement of Buyer and Sub and is enforceable against Buyer and Sub in accordance with its terms, except to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (e) The correct copies of the Company’s Bylaws, as amended, and Certificate of Incorporation Incorporation, as amended (collectively, the “Company Organizational Documents”) have been provided to Parent and By-Laws, and all amendments thereto Merger Sub prior to the date of this Agreement, . The consideration to be received by the Sellers pursuant to Article IV of Buyer this Agreement is in accordance with and Sub heretofore delivered to consistent with the Company are complete and true copies of such documents as in effect on the date hereofOrganizational Documents.

Corporate Organization and Authorization. (a) Each of Buyer and Sub OPTA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. OPTA has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement by OPTA and to carry out the consummation by OPTA of the transactions contemplated herebyhereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of OPTA are necessary to authorize this Agreement or to consummate the Offer, the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the then outstanding OPTA Shares, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by OPTA and, assuming the due authorization, execution and delivery by ACQUIROR and Acquisition Subsidiary, constitutes a legal, valid and binding obligation of OPTA enforceable against OPTA in accordance with its terms. (bi) Buyer OPTA has all requisite corporate power and authority and, except as set forth on Schedule 5.1(b), all governmental authorizations, permits, certificates, licenses, consents and approvals required to carry on its business as presently conducted, except where the failure to possess such authorizations, permits, certificates, licenses, consents and approvals (either individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect on Buyer(as defined below). Buyer OPTA is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to be so qualify or to maintain such qualified and in good standing (either in one jurisdiction or in the aggregate) would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer(as defined below). (cii) This Agreement has been duly executed and delivered by Buyer and Sub and, except for approval of this Agreement by Buyer's and Sub's Board of Directors and by a majority of holders of Sub's common stock, which approval has been obtained prior to the execution hereof, no corporate authorization on the part of Buyer or Sub is necessary to consummate the transactions contemplated by this Agreement. No approval by the shareholders of Buyer is required by law, charter or by-laws of Buyer, listing agreement with, or policy of the NYSE or otherwise for the consummation For purposes of this Agreement, it being understood"Material Adverse Effect" shall mean with respect to OPTA, howeverany fact, event, change, circumstance or effect that in order is materially adverse to the business, financial condition or results of operations of OPTA and the OPTA Subsidiaries, taken as a whole, other than any fact, event, change, circumstance or effect (i) relating to the industries for Buyer to issue a number OPTA's products, the general economy, domestic or foreign securities markets or political or regulatory events or changes, (ii) arising out of shares in excess or resulting from entering into this Agreement or the consummation of the Minimum Merger Sharestransactions contemplated hereby or the announcement thereof, it must obtain shareholder approval (iii) arising out of or resulting from the continuation of any existing unfavorable business or financial trend or (iv) arising out of or resulting from any fact, event, change, circumstance or effect that has been disclosed to amend its Certificate of Incorporation to increase the number of shares of authorized common stock (and the failure of Buyer to obtain such approval shall give rise to Buyer's obligation to issue the Minimum Merger Shares and the Aggregate Cash Consideration deliverable pursuant to Section 3.1(b) hereof when the Minimum Merger Shares are issued pursuant to Section 3.1(a) hereof)ACQUIROR. (d) This Agreement constitutes a valid and binding agreement of Buyer and Sub and is enforceable against Buyer and Sub in accordance with its terms, except to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (e) The copies of the Certificate of Incorporation and By-Laws, and all amendments thereto to the date of this Agreement, of Buyer and Sub heretofore delivered to the Company are complete and true copies of such documents as in effect on the date hereof.

Corporate Organization and Authorization. (a) Each of Buyer and Sub OPTA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. OPTA has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement by OPTA and to carry out the consummation by OPTA of the transactions contemplated herebyhereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of OPTA are necessary to authorize this Agreement or to consummate the Offer, the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the then outstanding OPTA Shares, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by OPTA and, assuming the due authorization, execution and delivery by ACQUIROR and Acquisition Subsidiary, constitutes a legal, valid and binding obligation of OPTA enforceable against OPTA in accordance with its terms. (bi) Buyer OPTA has all requisite corporate power and authority and, except as set forth on Schedule 5.1(b), all governmental authorizations, permits, certificates, licenses, consents and approvals required to carry on its business as presently conducted, except where the failure to possess such authorizations, permits, certificates, licenses, consents and approvals (either individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect on Buyer(as defined below). Buyer OPTA is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction Table of Contents where the character of the property owned or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to be so qualify or to maintain such qualified and in good standing (either in one jurisdiction or in the aggregate) would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer(as defined below). (cii) This Agreement has been duly executed and delivered by Buyer and Sub and, except for approval of this Agreement by Buyer's and Sub's Board of Directors and by a majority of holders of Sub's common stock, which approval has been obtained prior to the execution hereof, no corporate authorization on the part of Buyer or Sub is necessary to consummate the transactions contemplated by this Agreement. No approval by the shareholders of Buyer is required by law, charter or by-laws of Buyer, listing agreement with, or policy of the NYSE or otherwise for the consummation For purposes of this Agreement, it being understood“Material Adverse Effect” shall mean with respect to OPTA, howeverany fact, event, change, circumstance or effect that in order is materially adverse to the business, financial condition or results of operations of OPTA and the OPTA Subsidiaries, taken as a whole, other than any fact, event, change, circumstance or effect (i) relating to the industries for Buyer to issue a number OPTA’s products, the general economy, domestic or foreign securities markets or political or regulatory events or changes, (ii) arising out of shares in excess or resulting from entering into this Agreement or the consummation of the Minimum Merger Sharestransactions contemplated hereby or the announcement thereof, it must obtain shareholder approval (iii) arising out of or resulting from the continuation of any existing unfavorable business or financial trend or (iv) arising out of or resulting from any fact, event, change, circumstance or effect that has been disclosed to amend its Certificate of Incorporation to increase the number of shares of authorized common stock (and the failure of Buyer to obtain such approval shall give rise to Buyer's obligation to issue the Minimum Merger Shares and the Aggregate Cash Consideration deliverable pursuant to Section 3.1(b) hereof when the Minimum Merger Shares are issued pursuant to Section 3.1(a) hereof)ACQUIROR. (d) This Agreement constitutes a valid and binding agreement of Buyer and Sub and is enforceable against Buyer and Sub in accordance with its terms, except to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (e) The copies of the Certificate of Incorporation and By-Laws, and all amendments thereto to the date of this Agreement, of Buyer and Sub heretofore delivered to the Company are complete and true copies of such documents as in effect on the date hereof.

Corporate Organization and Authorization. (a) Each of Buyer and Sub OPTA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. OPTA has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement by OPTA and to carry out the consummation by OPTA of the transactions contemplated herebyhereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of OPTA are necessary to authorize this Agreement or to consummate the Offer, the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the then outstanding OPTA Shares, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by OPTA and, assuming the due authorization, execution and delivery by ACQUIROR and Acquisition Subsidiary, constitutes a legal, valid and binding obligation of OPTA enforceable against OPTA in accordance with its terms. (bi) Buyer OPTA has all requisite corporate power and authority and, except as set forth on Schedule 5.1(b), all governmental authorizations, permits, certificates, licenses, consents and approvals required to carry on its business as presently conducted, except where the failure to possess such authorizations, permits, certificates, licenses, consents and approvals (either individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect on Buyer(as defined below). Buyer OPTA is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to be so qualify or to maintain such qualified and in good standing (either in one jurisdiction or in the aggregate) would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer(as defined below). (cii) This Agreement has been duly executed and delivered by Buyer and Sub and, except for approval of this Agreement by Buyer's and Sub's Board of Directors and by a majority of holders of Sub's common stock, which approval has been obtained prior to the execution hereof, no corporate authorization on the part of Buyer or Sub is necessary to consummate the transactions contemplated by this Agreement. No approval by the shareholders of Buyer is required by law, charter or by-laws of Buyer, listing agreement with, or policy of the NYSE or otherwise for the consummation For purposes of this Agreement, it being understood“Material Adverse Effect” shall mean with respect to OPTA, howeverany fact, event, change, circumstance or effect that in order is materially adverse to the business, financial condition or results of operations of OPTA and the OPTA Subsidiaries, taken as a whole, other than any fact, event, change, circumstance or effect (i) relating to the industries for Buyer to issue a number OPTA’s products, the general economy, domestic or foreign securities markets or political or regulatory events or changes, (ii) arising out of shares in excess or resulting from entering into this Agreement or the consummation of the Minimum Merger Sharestransactions contemplated hereby or the announcement thereof, it must obtain shareholder approval (iii) arising out of or resulting from the continuation of any existing unfavorable business or financial trend or (iv) arising out of or resulting from any fact, event, change, circumstance or effect that has been disclosed to amend its Certificate of Incorporation to increase the number of shares of authorized common stock (and the failure of Buyer to obtain such approval shall give rise to Buyer's obligation to issue the Minimum Merger Shares and the Aggregate Cash Consideration deliverable pursuant to Section 3.1(b) hereof when the Minimum Merger Shares are issued pursuant to Section 3.1(a) hereof)ACQUIROR. (d) This Agreement constitutes a valid and binding agreement of Buyer and Sub and is enforceable against Buyer and Sub in accordance with its terms, except to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (e) The copies of the Certificate of Incorporation and By-Laws, and all amendments thereto to the date of this Agreement, of Buyer and Sub heretofore delivered to the Company are complete and true copies of such documents as in effect on the date hereof.

Corporate Organization and Authorization. (a) Each of Buyer and Sub The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Minnesota and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business, and to enter into this Agreement and to carry out the transactions contemplated hereby. (bi) Buyer The Company has all requisite corporate power and authority and, except as set forth on Schedule 5.1(b), all governmental authorizations, permits, certificates, licenses, consents and approvals required to carry on its business as presently conducted, except where the failure to possess such authorizations, permits, certificates, licenses, consents and approvals (either individually or in the aggregate) would not have a Material Adverse Effect on Buyerthe Company (as defined in Section 2.1(b)(ii)). Buyer The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to so qualify or to maintain such good standing (either in one jurisdiction or in the aggregate) would not have, individually or in the aggregate, have a Material Adverse Effect on BuyerEffect. (cii) This Agreement has been duly executed and delivered by Buyer and Sub and, except for approval For purposes of this Agreement by Buyer's and Sub's Board of Directors and by a majority of holders of Sub's common stockAgreement, which approval has been obtained prior "Material Adverse Effect" shall mean with respect to the execution hereofCompany or Acquiror, no corporate authorization on as applicable, any effect that individually or when taken together with all similar effects (i) is material and adverse to the part prospects, assets, financial position, results of Buyer operations or Sub is necessary business of the Company and the Subsidiary taken as a whole, or Acquiror and its subsidiaries taken as a whole, respectively, or (ii) would materially impair the ability of the Company or Acquiror, respectively, to consummate perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger and the other transactions contemplated by this Agreement. No approval by the shareholders of Buyer is required by law, charter or by-laws of Buyer, listing agreement with, or policy of the NYSE or otherwise for the consummation of this Agreement, it being understood; provided, however, that in order for Buyer Material Adverse Effect shall not be deemed to issue a number include the impact of shares in excess (a) actions or omissions of the Minimum Company or Acquiror taken with the prior written consent of the Company or Acquiror, as applicable, in contemplation of the transactions contemplated hereby, and (b) the effects of the Merger Shares(or any announcement with respect thereto) and compliance with the provisions of this Agreement on the operating performance or prospects of such party and its subsidiaries, it must obtain shareholder approval to amend its Certificate of Incorporation to increase the number of shares of authorized common stock (and the failure of Buyer to obtain such approval shall give rise to Buyer's obligation to issue the Minimum Merger Shares and the Aggregate Cash Consideration deliverable pursuant to Section 3.1(b) hereof when the Minimum Merger Shares are issued pursuant to Section 3.1(a) hereof). (d) This Agreement constitutes a valid and binding agreement of Buyer and Sub and is enforceable against Buyer and Sub in accordance including without limitation, with its terms, except respect to the extent enforcement may be limited by bankruptcyCompany, insolvency, reorganization, moratorium any loss of customer relationships or other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (e) The copies employees following the announcement of the Certificate of Incorporation and By-Laws, and all amendments thereto to the date of this Agreement, of Buyer and Sub heretofore delivered to the Company are complete and true copies of such documents as in effect on the date hereofMerger.

Corporate Organization and Authorization. (a) Each of Buyer and Sub Xxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite the corporate power to own its property and authority to enter into this Agreement and to carry out the transactions contemplated hereby. (b) Buyer has all requisite corporate power and authority and, except as set forth on Schedule 5.1(b), all governmental authorizations, permits, certificates, licenses, consents and approvals required to carry on its business as presently now being conducted. Xxxxx has all necessary corporate power and authority to execute and deliver this Agreement, except where to perform its obligations hereunder and to consummate the failure Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement by Xxxxx and the consummation by Xxxxx of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Xxxxx are necessary to possess such authorizationsauthorize this Agreement or to consummate the Offer, permitsthe Merger and the other transactions contemplated hereby (other than, certificateswith respect to the Merger, licensesthe approval and adoption of this Agreement by the affirmative vote of a majority of the then outstanding Xxxxx Shares, consents if and approvals to the extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Xxxxx and, assuming the due authorization, execution and delivery by Acquiror and Acquisition Subsidiary, constitutes a legal, valid and binding obligation of Xxxxx enforceable against Xxxxx in accordance with its terms. (either individually or in the aggregatei) would not have a Material Adverse Effect on Buyer. Buyer Xxxxx is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to be so qualify or to maintain such qualified and in good standing (either in one jurisdiction or in the aggregate) would not havereasonably be expected to have a Material Adverse Effect (as defined below). (ii) For purposes of this Agreement, “Material Adverse Effect” means any change, event, circumstance, development or effect that, individually or in the aggregateaggregate with all other changes, events, circumstances, developments or effects occurring or existing prior to the determination of a Material Adverse Effect Effect, has a material adverse effect on Buyer. (ci) This Agreement has been duly executed the business, operations, assets, liabilities, capitalization, condition (financial or other), or results of operations of Xxxxx and delivered by Buyer and Sub andany Xxxxx Subsidiaries, except for approval taken as a whole or (ii) the ability of this Agreement by Buyer's and Sub's Board of Directors and by a majority of holders of Sub's common stock, which approval has been obtained prior to the execution hereof, no corporate authorization on the part of Buyer or Sub is necessary Xxxxx to consummate the transactions contemplated by this Agreement. No approval by the shareholders of Buyer is required by law; provided, charter or by-laws of Buyerhowever, listing agreement with, or policy that none of the NYSE following shall be deemed either alone or otherwise for in combination with any of the consummation following to constitute a Material Adverse Effect: (A) any adverse effect that results from general economic, business, financial or market conditions (provided that such adverse effect does not affect Xxxxx and any Xxxxx Subsidiaries, taken as a whole, in a disproportionate manner); (B) any adverse effect that results from conditions in the pharmaceutical or biotechnology industries (provided that such adverse effect does not affect Xxxxx and any Xxxxx Subsidiaries, taken as a whole, in a disproportionate manner); (C) any adverse effect resulting from any act of terrorism, war, national or international calamity or any other similar event (provided that such adverse effect does not affect Xxxxx and any Xxxxx Subsidiaries, taken as a whole, in a disproportionate manner); (D) any changes (after the date hereof) in GAAP; (E) any loss of customers, suppliers, vendors or employees or any cancellation of or delay in customer orders resulting from the announcement or pendency of this Agreement, it being understoodthe Offer or the Merger (but not, howeverfor the avoidance of doubt, that in order for Buyer to issue a number any direct legal or contractual consequence of shares in excess Xxxxx’x execution, delivery and performance of this Agreement and the consummation of the Minimum Merger Shares, it must obtain shareholder approval to amend its Certificate of Incorporation to increase the number of shares of authorized common stock transactions contemplated hereby or thereby); (and F) the failure of Buyer Xxxxx to obtain such approval meet internal or analysts’ expectations or projections, in and of itself; (G) any adverse effect resulting from any action taken by Xxxxx or any Xxxxx Subsidiaries with Acquiror’s prior written consent or the taking of any action expressly required by this Agreement; (H) a decline in Xxxxx’x stock price, in and of itself; and (I) Xxxxx’x continuing to suffer operating losses in amounts consistent with the losses projected to be suffered by Xxxxx in projections previously provided or made available to Acquiror by Xxxxx, in and of itself. For the avoidance of doubt, the parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall give rise to Buyer's obligation to issue the Minimum Merger Shares have their respective customary and the Aggregate Cash Consideration deliverable pursuant to Section 3.1(b) hereof when the Minimum Merger Shares are issued pursuant to Section 3.1(a) hereof). (d) This Agreement constitutes a valid and binding agreement of Buyer and Sub and is enforceable against Buyer and Sub in accordance with its termsordinary meanings, except without regard to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating meanings ascribed to or affecting creditors' rights generally and general equitable principles (whether considered Material Adverse Effect in a proceeding in equity or at law). (e) The copies of the Certificate of Incorporation and By-Laws, and all amendments thereto to the date prior sentence of this Agreement, of Buyer and Sub heretofore delivered to the Company are complete and true copies of such documents as in effect on the date hereofparagraph.

Corporate Organization and Authorization. (a) Each of Buyer and Sub NEXA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. NEXA has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and each instrument required hereby to carry out be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement by NEXA and each instrument required hereby to be executed and delivered by it at the Closing and the consummation by NEXA of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action (including all necessary board and stockholder approvals), and no other corporate proceedings on the part of NEXA are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the filing and recordation of the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by NEXA and, assuming the due authorization, execution and delivery by ACQUIROR and Acquisition Subsidiary, constitutes a legal, valid and binding obligation of NEXA enforceable against NEXA in accordance with its terms. (bi) Buyer NEXA has all requisite necessary corporate power and authority and, except as set forth on Schedule 5.1(b), all requisite governmental authorizations, permits, certificates, licenses, consents and approvals required to own its properties and assets and carry on its business as presently conducted, except where the failure to possess such authorizations, permits, certificates, licenses, consents and approvals (either individually or in the aggregate) would not have a Material Adverse Effect on BuyerNEXA (as defined below). Buyer NEXA is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to be so qualify or to maintain such qualified and in good standing (either in one jurisdiction or in the aggregate) would not have, individually or in the aggregate, have a Material Adverse Effect on BuyerNEXA (as defined below). (cii) This Agreement has been duly executed and delivered by Buyer and Sub and, except for approval of this Agreement by Buyer's and Sub's Board of Directors and by a majority of holders of Sub's common stock, which approval has been obtained prior to the execution hereof, no corporate authorization on the part of Buyer or Sub is necessary to consummate the transactions contemplated by this Agreement. No approval by the shareholders of Buyer is required by law, charter or by-laws of Buyer, listing agreement with, or policy of the NYSE or otherwise for the consummation For purposes of this Agreement, it being understood“Material Adverse Effect” shall mean with respect to NEXA and the NEXA Subsidiaries any fact, howeverevent, change, circumstance or effect that in order for Buyer is or would reasonably be expected to issue be materially adverse to the business, financial condition, operations, results of operations or assets of NEXA and the NEXA Subsidiaries , taken as a number of shares in excess whole, other than any fact, event, change, circumstance or effect relating to the economy or securities markets of the Minimum Merger Shares, it must obtain shareholder approval to amend its Certificate of Incorporation to increase the number of shares of authorized common stock (and the failure of Buyer to obtain such approval shall give rise to Buyer's obligation to issue the Minimum Merger Shares and the Aggregate Cash Consideration deliverable pursuant to Section 3.1(b) hereof when the Minimum Merger Shares are issued pursuant to Section 3.1(a) hereof). (d) This Agreement constitutes a valid and binding agreement of Buyer and Sub and is enforceable against Buyer and Sub United States or any other region in accordance with its termsgeneral, except to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium that the applicable person or other similar laws relating entity is disproportionately affected relative to similarly situated persons or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law)entities. (e) The copies of the Certificate of Incorporation and By-Laws, and all amendments thereto to the date of this Agreement, of Buyer and Sub heretofore delivered to the Company are complete and true copies of such documents as in effect on the date hereof.

Corporate Organization and Authorization. (a) Each of Buyer and Sub Acquiror is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to enter into execute and deliver this Agreement and to carry out the transactions contemplated herebyits obligations hereunder. (b) Buyer The Acquiror has all requisite corporate power and authority and, except as set forth on Schedule 5.1(b), and all governmental authorizations, permits, certificates, licenses, consents and approvals required to own, lease and operate its properties and to carry on its business as presently currently conducted, except where the failure to possess such authorizations, permits, certificates, licenses, consents and approvals (either individually or in the aggregate) would not have a Material Adverse Effect on Buyerthe Acquiror. Buyer The Acquiror is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned owned, operated or leased by it or the nature of the activities conducted by it makes such qualification necessary, except where the failure to so qualify or to maintain such good standing (either in one jurisdiction or in the aggregate) would not have, individually or in the aggregate, have a Material Adverse Effect on Buyerthe Acquiror. (c) The execution, delivery and performance by the Acquiror of this Agreement and the consummation by the Acquiror of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Acquiror and, if necessary, the stockholders of Acquiror, and no further corporate authorization on the part of Acquiror is necessary to consummate the transactions contemplated by this Agreement, except for the amendments to Acquiror's Certificate of Incorporation contemplated by Section 1.4(a). (d) This Agreement has been duly executed and delivered by Buyer the Acquiror and Sub and, except for approval of this Agreement by Buyer's and Sub's Board of Directors and by a majority of holders of Sub's common stock, which approval has been obtained prior to the execution hereof, no corporate authorization on the part of Buyer or Sub is necessary to consummate the transactions contemplated by this Agreement. No approval by the shareholders of Buyer is required by law, charter or by-laws of Buyer, listing agreement with, or policy of the NYSE or otherwise for the consummation of this Agreement, it being understood, however, that in order for Buyer to issue a number of shares in excess of the Minimum Merger Shares, it must obtain shareholder approval to amend its Certificate of Incorporation to increase the number of shares of authorized common stock (and the failure of Buyer to obtain such approval shall give rise to Buyer's obligation to issue the Minimum Merger Shares and the Aggregate Cash Consideration deliverable pursuant to Section 3.1(b) hereof when the Minimum Merger Shares are issued pursuant to Section 3.1(a) hereof). (d) This Agreement constitutes a valid and binding agreement of Buyer and Sub Acquiror and is enforceable against Buyer and Sub Acquiror in accordance with its terms, except to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (e) The copies of the Certificate of Incorporation and By-LawsBylaws, and all amendments thereto to the date of this Agreementthereto, of Buyer and Sub heretofore the Acquiror delivered to the Company are complete and true copies of such documents as in effect on the date hereof.