Common use of Corporate Power and Authority; Vote Required Clause in Contracts

Corporate Power and Authority; Vote Required. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each other document contemplated hereby to which it is a party (each, a “Parent Document” and collectively, the “Parent Documents”). Subject to obtaining the Parent Stockholder Approval, the execution and delivery by Parent of this Agreement and each of the Parent Documents, the performance by Parent and Merger Sub of their obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions on the part of Parent and Merger Sub (including without limitation approval by Parent as sole shareholder of Merger Sub), and no other proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or any of the Parent Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Target, constitutes, and each Parent Document will be duly executed and delivered by Parent and Merger Sub at the Closing and, assuming the due authorization, execution and delivery thereof by each other party thereto, will constitute, legal, valid and binding obligations of Parent or Merger Sub, as applicable, enforceable against Parent or Merger Sub, as applicable, in accordance with their respective terms, except as such enforceability may be limited by Equitable Limitations. (b) The only votes of the holders of any class or series of Parent’s capital stock necessary to approve this Agreement and the consummation of the Merger are the affirmative vote, at a meeting duly called and held, of (i) the holders of a majority of the shares of outstanding Parent Common Stock issued in Parent’s initial public offering of securities (the “IPO Shares”) represented, in person or by proxy, at such meeting and (ii) the holders of a majority of the shares of outstanding Parent Common Stock entitled to vote thereon to approve the amendment to Parent’s certificate of incorporation to increase the number of authorized shares of Parent Common Stock from 74,800,000 to 150,000,000, in accordance with the provisions of the Parent Governing Documents and applicable Laws. (c) The only vote of the holders of any class or series of Merger Sub’s capital stock necessary to approve this Agreement and the consummation of the Merger and the other transactions contemplated hereby is the affirmative vote by written consent in lieu of any meeting of Parent as the sole shareholder of Merger Sub in accordance with the provisions of the Parent Governing Documents and applicable Laws.

Corporate Power and Authority; Vote Required. (a) Each of Parent and Merger Sub Target has all requisite corporate power and authority to execute and deliver this Agreement and each other document contemplated hereby to which it Target is a party (each, a “Parent Target Document” and collectively, the “Parent Target Documents”). Subject to obtaining the Parent Stockholder Target Shareholder Approval, the execution and delivery by Parent Target of this Agreement and each of the Parent Target Documents, the performance by Parent and Merger Sub Target of their its obligations hereunder and thereunder and the consummation by Parent and Merger Sub Target of the transactions contemplated hereby and thereby (including, without limitation, the Second Merger) have been duly authorized by all necessary corporate actions on the part of Parent and Merger Sub (including without limitation approval by Parent as sole shareholder of Merger Sub)Target, and no other proceedings on the part of Parent or Merger Sub Target are necessary to authorize this Agreement or any of the Parent Target Documents or to consummate the transactions contemplated hereby or therebythereby (including, without limitation, the Second Merger). This Agreement has been duly executed and delivered by Parent and Merger Sub Target and, assuming the due authorization, execution and delivery hereof by Target, constitutes, and each Parent Document will be duly executed and delivered by Parent and Merger Sub Sub, constitutes legal, valid and binding obligations of Target, enforceable against Target in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, “Equitable Limitations”). Each of the Closing andTarget Documents, assuming the due authorization, execution and delivery thereof by each other party theretothereto at the Closing, will constitute, constitute legal, valid and binding obligations of Parent or Merger Sub, as applicableTarget, enforceable against Parent or Merger Sub, as applicable, Target in accordance with their respective terms, except as such enforceability may be limited by Equitable Limitations. (b) The only votes of the holders of any class or series of Parent’s capital stock necessary to approve this Agreement and the consummation of the Merger are the affirmative voteTarget Board, at a meeting duly called and heldheld prior to execution of this Agreement or by written consent in lieu of a meeting of the Target Board, of unanimously adopted resolutions (i) approving and adopting this Agreement, the holders of a majority of Merger, the shares of outstanding Parent Common Stock issued in Parent’s initial public offering of securities (Option Termination and Conversion and the “IPO Shares”) represented, in person or other transactions contemplated by proxy, at such meeting this Agreement and (ii) recommending that the holders of a majority of the shares of outstanding Parent Common Stock entitled to vote thereon to Target Shareholders approve the amendment to Parent’s certificate of incorporation to increase the number of authorized shares of Parent Common Stock from 74,800,000 to 150,000,000, in accordance with the provisions of the Parent Governing Documents and applicable Lawsadopt this Agreement. (c) The only vote of the holders of any class or series of Merger Sub’s capital stock Target Capital Stock necessary to approve this Agreement and the consummation of the Merger and the other transactions contemplated hereby is the affirmative vote vote, at a meeting duly called and held, or by written consent in lieu of any meeting such meeting, of Parent (i) the holders of a majority of the outstanding shares of Target Common Stock and Target Preferred Stock, voting together as a single class on an as-converted to Target Common Stock basis, (ii) the sole shareholder holders of Merger Sub a majority of the outstanding shares of Target Series A Preferred Stock, voting together as a single class on an as-converted to Target Common Stock basis, and (iii) the holders of a majority of the outstanding shares of Target Series B Preferred Stock, voting together as a single class on an as-converted to Target Common Stock basis, (collectively, the “Target Shareholder Approval”), in accordance with the provisions of the Parent Target Governing Documents and applicable Laws.

Corporate Power and Authority; Vote Required. (a) Section 4.3.1 Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each other document contemplated hereby to which it is a party (each, a “Parent Document” and collectively, the “Parent Documents”). Subject to obtaining the Parent Stockholder Shareholder Approval, the execution and delivery by Parent of this Agreement and each of the Parent Documents, the performance by Parent and Merger Sub of their obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions on the part of Parent and Merger Sub (including without limitation approval by Parent as sole shareholder of Merger Sub), and no other proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or any of the Parent Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Target, constitutesconstitutes legal, valid and each binding obligations of Parent Document will be duly executed and delivered by Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Closing andParent Documents, assuming the due authorization, execution and delivery thereof by each other party theretothereto at the Closing, will constitute, constitute legal, valid and binding obligations of Parent or Merger Sub, as applicable, enforceable against Parent or Merger Sub, as applicable, in accordance with their respective terms, except as such enforceability may be limited by Equitable Limitationsapplicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Section 4.3.2 The Parent Board has unanimously (a) approved and declared advisable the Merger, this Agreement and each of the Parent Documents, and the transactions contemplated hereby and thereby; and (b) directed that a proposal to enter into this Agreement and each of the Parent Documents and to consummate the transactions contemplated hereby and thereby be submitted to the Parent Shareholders for their approval, with the Parent Board’s recommendation that the Parent Shareholders approve and adopt such proposal. Section 4.3.3 The only votes vote of the holders of any class or series of Parent’s capital stock necessary to approve this Agreement and adopt the consummation of the Merger are proposal referenced in Section 4.3.2(b) is the affirmative vote, at a meeting duly called and held, of (i) the holders of a majority of the shares of outstanding Parent Common Stock issued in Parent’s initial public offering of securities (the “IPO Shares”) entitled to vote thereon represented, in person or by proxy, at such meeting and (ii) the holders of a majority of the shares of outstanding “Parent Common Stock entitled to vote thereon to approve the amendment to Parent’s certificate of incorporation to increase the number of authorized shares of Parent Common Stock from 74,800,000 to 150,000,000Shareholder Approval”), in accordance with the provisions of the Parent Governing Documents and applicable Laws. Section 4.3.4 The sole director of Merger Sub has (ca) approved and declared advisable the Merger, this Agreement and each of the Parent Documents, and the transactions contemplated hereby and thereby; and (b) directed that a proposal to enter into this Agreement and each of the Parent Documents and to consummate the transactions contemplated hereby and thereby be submitted to Parent, as the sole shareholder of Merger Sub, for its approval, with such sole director’s recommendation that Parent approve and adopt such proposal. Section 4.3.5 The only vote of the holders of any class or series of Merger Sub’s capital stock necessary to approve this Agreement and adopt the consummation of the Merger and the other transactions contemplated hereby proposal referenced in Section 4.3.4(b) is the affirmative vote by written consent in lieu of any meeting of Parent as the sole shareholder of Merger Sub in accordance with the provisions of the Parent Governing Documents and applicable Laws.

Corporate Power and Authority; Vote Required. (a) Each of Parent and Merger Sub Section 3.3.1 Target has all requisite corporate power and authority to execute and deliver this Agreement and each other document contemplated hereby to which it Target is a party (each, a “Parent Target Document” and collectively, the “Parent Target Documents”). Subject to obtaining the Parent Stockholder Target Shareholder Approval, the execution and delivery by Parent Target of this Agreement and each of the Parent Target Documents, the performance by Parent and Merger Sub Target of their its obligations hereunder and thereunder and the consummation by Parent and Merger Sub Target of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions on the part of Parent and Merger Sub (including without limitation approval by Parent as sole shareholder of Merger Sub)Target, and no other proceedings on the part of Parent or Merger Sub Target are necessary to authorize this Agreement or any of the Parent Target Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Parent and Merger Sub Target and, assuming the due authorization, execution and delivery hereof by Target, constitutes, and each Parent Document will be duly executed and delivered by Parent and Merger Sub Sub, constitutes legal, valid and binding obligations of Target, enforceable against Target in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Closing andTarget Documents, assuming the due authorization, execution and delivery thereof by each other party theretothereto at the Closing, will constitute, constitute legal, valid and binding obligations of Parent or Merger Sub, as applicableTarget, enforceable against Parent or Merger Sub, as applicable, Target in accordance with their respective terms, except as such enforceability may be limited by Equitable Limitationsapplicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Section 3.3.2 The Target Board has unanimously (a) approved and declared advisable the Merger, this Agreement and each of the Target Documents, and the transactions contemplated hereby and thereby; and (b) The only votes of the holders of any class or series of Parent’s capital stock necessary directed that a proposal to approve enter into this Agreement and the consummation each of the Merger are Target Documents and to consummate the affirmative votetransactions contemplated hereby and thereby be submitted to the Target Shareholders for their approval, at a meeting duly called and held, of (i) the holders of a majority of the shares of outstanding Parent Common Stock issued in Parent’s initial public offering of securities (the “IPO Shares”) represented, in person or by proxy, at such meeting and (ii) the holders of a majority of the shares of outstanding Parent Common Stock entitled to vote thereon to approve the amendment to Parent’s certificate of incorporation to increase the number of authorized shares of Parent Common Stock from 74,800,000 to 150,000,000, in accordance with the provisions of Target Board’s recommendation that the Parent Governing Documents Target Shareholders approve and applicable Lawsadopt such proposal. (c) Section 3.3.3 The only vote of the holders of any class or series of Merger SubTarget’s capital stock necessary to approve this Agreement and adopt the consummation of the Merger and the other transactions contemplated hereby proposal referenced in Section 3.3.2(b) is the affirmative vote vote, at a meeting duly called and held or by written consent in lieu of any such meeting, of the holders of a majority of the outstanding shares of Target Common Stock entitled to vote thereon represented, in person or by proxy, at such meeting of Parent as (the sole shareholder of Merger Sub “Target Shareholder Approval”), in accordance with the provisions of the Parent Target Governing Documents and applicable Laws.