Common use of Corporate Power; Binding Effect Clause in Contracts

Corporate Power; Binding Effect. Subject to Parent’s and Merger Sub’s respective stockholders’ approval, each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement 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 and to perform all of its obligations under the Certificate of Merger. This Agreement has been duly authorized by each of Parent’s and Merger Sub’s respective Boards of Directors, has been duly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with the terms hereof, subject only, in respect of the consummation of the Merger, to requisite approval by Parent’s and Merger Sub’s respective stockholders and to the Enforcement Exceptions. Upon execution and delivery by 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, Parent and Merger Sub subject to the Enforcement Exceptions. Neither the execution, delivery or performance by either Parent or Merger Sub of this Agreement or the Certificate of 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, either 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 Parent or Merger Sub, except where any of the foregoing would not have a material adverse effect on the business, assets or financial condition of Parent.

Corporate Power; Binding Effect. Subject to Parent’s and Merger Sub’s respective stockholders’ the Target Stockholders' approval, each of Parent and Merger Sub 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 in accordance with its terms. Merger Sub has all requisite power and authority to enter into the Certificate of Merger and to perform all of its obligations under the Certificate of Mergerin accordance with their terms. This Agreement has been duly authorized by each of Parent’s and Merger Sub’s respective Boards Target's Board of Directors, has been duly executed and delivered by Parent and Merger Sub Target and constitutes the legal, valid and binding obligations obligation of Parent and Merger SubTarget, enforceable against Parent and Merger Sub Target in accordance with the terms hereofits terms, subject only, in respect of the consummation of the Merger, to requisite approval by Parent’s the Target Stockholders, and Merger Sub’s respective stockholders 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 Parent and Merger Sub 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, Parent and Merger Sub Target subject to the Enforcement Exceptions. Neither the execution, delivery or performance by either Parent or Merger Sub Target of this Agreement or nor of the Certificate of Merger, as applicable, 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, either Parent’s or Merger Sub’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 Parent or Merger SubTarget, except where any of the foregoing would not have a material adverse effect on the business, assets or financial condition of ParentTarget.

Corporate Power; Binding Effect. Subject to Parent’s and Merger Sub’s respective the approval by its stockholders’ approval, each of Parent and Merger Sub 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 in accordance with its terms. Merger Sub has all requisite power and authority to enter into the Certificate of Merger and to perform all of its obligations under the Certificate of Mergerin accordance with their respective terms. This Agreement has been duly authorized by each of ParentTarget’s and Merger Sub’s respective Boards Board of Directors, has been duly executed and delivered by Parent and Merger Sub Target and constitutes the legal, valid and binding obligations obligation of Parent and Merger SubTarget, enforceable against Parent and Merger Sub Target in accordance with the terms hereofits terms, subject only, in respect of the consummation of the Merger, to requisite approval by Parent’s the stockholders of Target, and Merger Sub’s respective stockholders 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 Parent and Merger Sub 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, Parent and Merger Sub Target subject only to the Enforcement Exceptions. Neither the execution, delivery or performance by either Parent or Merger Sub Target of this Agreement or nor of the Certificate of Merger, as applicable, 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, either ParentTarget’s Restated Certificate or Merger Sub’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 Parent or Merger SubTarget, except where any of the foregoing would not have a material adverse effect on the business, assets or financial condition of ParentTarget.

Corporate Power; Binding Effect. Subject to Parent’s and Merger Sub’s respective stockholdersUrigen Stockholders’ approval, each of Parent and Merger Sub 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 in accordance with its terms. Merger Sub has all requisite power and authority to enter into the Certificate of Merger and to perform all of its obligations under the Certificate of Mergerin accordance with their respective terms. This Agreement has been duly authorized by each of ParentUrigen’s and Merger Sub’s respective Boards Board of Directors, has been duly executed and delivered by Parent and Merger Sub Urigen and constitutes the legal, valid and binding obligations obligation of Parent and Merger SubUrigen, enforceable against Parent and Merger Sub Urigen in accordance with the terms hereofits terms, subject only, in respect of the consummation of the Merger, to requisite approval by Parent’s Urigen Stockholders, and Merger Sub’s respective stockholders 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 Parent and Merger Sub 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, Parent and Merger Sub Urigen subject to the Enforcement Exceptions. Neither the execution, delivery or performance by either Parent or Merger Sub Urigen of this Agreement or nor of the Certificate of Merger, as applicable, 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, either Parent’s or Merger SubUrigen’s Certificate of Incorporation or Bylaws or of any agreement, instrument, judgment, decree, order, statute, rule or regulation binding on or applicable to Parent or Merger SubUrigen, except where any of the foregoing would not have a material adverse effect on the business, assets or financial condition of ParentUrigen. 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.