Common use of Corporate Power; Binding Effect Clause in Contracts

Corporate Power; Binding Effect. Subject to Urigen Stockholders’ approval, Urigen has all requisite corporate power and authority to enter into this Agreement and the Certificate of Merger, and to perform all of its agreements and obligations under this Agreement and the Certificate of Merger in accordance with their respective terms. This Agreement has been duly authorized by Urigen’s Board of Directors, has been duly executed and delivered by Urigen and constitutes the legal, valid and binding obligation of Urigen, enforceable against Urigen in accordance with its terms, subject only, in respect of the consummation of the Merger, to requisite approval by Urigen Stockholders, and except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws 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 a proceeding therefor may be brought (collectively, the “Enforcement Exceptions”). Upon execution and delivery by Urigen of the Certificate of Merger on the Closing Date, the Certificate of Merger will have been duly authorized, executed and delivered by, and constitute the legal, valid and binding obligation of, Urigen subject to the Enforcement Exceptions. Neither the execution, delivery or performance by Urigen of this Agreement nor of the Certificate of Merger in accordance with their respective terms will result in any violation of or default or creation of any lien under, or the acceleration or vesting or modification of any right or obligation under, or in any conflict with, Urigen’s Certificate of Incorporation or Bylaws or of any agreement, instrument, judgment, decree, order, statute, rule or regulation binding on or applicable to Urigen, except where any of the foregoing would not have a material adverse effect on the business, assets or financial condition of Urigen. Urigen has taken all action necessary to exempt the transactions contemplated by this Agreement from the operation of any applicable “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the state or federal laws of the United States.

Corporate Power; Binding Effect. Subject to Urigen StockholdersParent’s and Merger Sub’s respective stockholders’ approval, Urigen each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and the Certificate of Merger, and to perform all of its agreements and obligations under this Agreement in accordance with its terms. Merger Sub has all requisite power and authority to enter into the Certificate of Merger in accordance with their respective termsand to perform all of its obligations under the Certificate of Merger. This Agreement has been duly authorized by Urigeneach of Parent’s Board and Merger Sub’s respective Boards of Directors, has been duly executed and delivered by Urigen Parent and Merger Sub and constitutes the legal, valid and binding obligation obligations of UrigenParent and Merger Sub, enforceable against Urigen Parent and Merger Sub in accordance with its termsthe terms hereof, subject only, in respect of the consummation of the Merger, to requisite approval by Urigen Stockholders, Parent’s and except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws 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 Merger Sub’s respective stockholders and to the discretion of the court before which a proceeding therefor may be brought (collectively, the “Enforcement Exceptions”). Upon execution and delivery by Urigen Parent and Merger Sub of the Certificate of Merger on the Closing Date, the Certificate of Merger will have been duly authorized, executed and delivered by, and constitute the legal, valid and binding obligation of, Urigen Parent and Merger Sub subject to the Enforcement Exceptions. Neither the execution, delivery or performance by Urigen either Parent or Merger Sub of this Agreement nor of or the Certificate of Merger Merger, as applicable, in accordance with their respective terms will result in any violation of or default or creation of any lien under, or the acceleration or vesting or modification of any right or obligation under, or in any conflict with, Urigeneither Parent’s or Merger Sub’s Certificate of Incorporation or Bylaws or of any agreement, instrument, judgment, decree, order, statute, rule or regulation binding on or applicable to UrigenParent or Merger Sub, except where any of the foregoing would not have a material adverse effect on the business, assets or financial condition of Urigen. Urigen has taken all action necessary to exempt the transactions contemplated by this Agreement from the operation of any applicable “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the state or federal laws of the United StatesParent.

Corporate Power; Binding Effect. Subject to Urigen the Target Stockholders’ ' approval, Urigen Target has all requisite corporate power and authority to enter into this Agreement and the Certificate of Merger, and to perform all of its agreements and obligations under this Agreement and the Certificate of Merger in accordance with their respective terms. This Agreement has been duly authorized by Urigen’s Target's Board of Directors, has been duly executed and delivered by Urigen Target and constitutes the legal, valid and binding obligation of UrigenTarget, enforceable against Urigen Target in accordance with its terms, subject only, in respect of the consummation of the Merger, to requisite approval by Urigen the Target Stockholders, and except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws 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 a proceeding therefor may be brought (collectively, the “"Enforcement Exceptions”"). Upon execution and delivery by Urigen Target of the Certificate of Merger on the Closing Date, the Certificate of Merger will have been duly authorized, executed and delivered by, and constitute the legal, valid and binding obligation obligations of, Urigen Target subject to the Enforcement Exceptions. Neither the execution, delivery or performance by Urigen Target of this Agreement nor of the Certificate of Merger in accordance with their respective terms will result in any violation of or default or creation of any lien under, or the acceleration or vesting or modification of any right or obligation under, or in any conflict with, Urigen’s Target's Certificate of Incorporation or Bylaws by-laws or of any agreement, instrument, judgment, decree, order, statute, rule or regulation binding on or applicable to UrigenTarget, except where any of the foregoing would not have a material adverse effect on the business, assets or financial condition of Urigen. Urigen has taken all action necessary to exempt the transactions contemplated by this Agreement from the operation of any applicable “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the state or federal laws of the United StatesTarget.

Corporate Power; Binding Effect. Subject to Urigen Stockholders’ approvalthe approval by its stockholders, Urigen Target has all requisite corporate power and authority to enter into this Agreement and the Certificate of Merger, and to perform all of its agreements and obligations under this Agreement and the Certificate of Merger in accordance with their respective terms. This Agreement has been duly authorized by UrigenTarget’s Board of Directors, has been duly executed and delivered by Urigen Target and constitutes the legal, valid and binding obligation of UrigenTarget, enforceable against Urigen Target in accordance with its terms, subject only, in respect of the consummation of the Merger, to requisite approval by Urigen Stockholdersthe stockholders of Target, and except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws 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 a proceeding therefor may be brought (collectively, the “Enforcement Exceptions”). Upon execution and delivery by Urigen Target of the Certificate of Merger on the Closing Date, the Certificate of Merger will have been duly authorized, executed and delivered by, and constitute the legal, valid and binding obligation of, Urigen Target subject only to the Enforcement Exceptions. Neither the execution, delivery or performance by Urigen Target of this Agreement nor of the Certificate of Merger in accordance with their respective terms will result in any violation of or default or creation of any lien under, or the acceleration or vesting or modification of any right or obligation under, or in any conflict with, UrigenTarget’s Restated Certificate of Incorporation or Bylaws By-Laws or of any agreement, instrument, judgment, decree, order, statute, rule or regulation binding on or applicable to UrigenTarget, except where any of the foregoing would not have a material adverse effect on the business, assets or financial condition of Urigen. Urigen has taken all action necessary to exempt the transactions contemplated by this Agreement from the operation of any applicable “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the state or federal laws of the United StatesTarget.