Common use of Corporate Power; Enforceability Clause in Contracts

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby. This Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to execute and deliver this Agreementthe Transaction Agreements, to perform its covenants and obligations hereunder thereunder and, assuming subject in the accuracy case of the representation set forth in consummation of the first sentence of Section 5.6Merger to obtaining the Requisite Stockholder Approval, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (which, for the avoidance of doubt, does not include the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (a) determined that the Transaction Agreements and the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment), are advisable and in the best interests of the Company and the Company Stockholders, (b) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions (including the Merger, the Pre-Closing Dividend, the Bylaw Amendment and the Charter Amendment) and (c) resolved to recommend the Charter Amendment, the Bylaw Amendment and the adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matters be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of this Agreementthe Transaction Agreements, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, thereunder and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreementthe Transaction Agreements, the performance by the Company of its covenants and obligations hereunder thereunder or the consummation of the Transactions, other than in the case of the consummation of the Merger, the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. This Agreement has The Transaction Agreements have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger SubAcquisition Sub or the other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws of general applicability affecting or relating to creditors’ rights generally, generally and (b) is subject to general principles of equity (collectively, the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to (i) execute and deliver this Agreement and the Support Agreement, to ; (ii) perform its covenants and obligations hereunder andunder this Agreement and the Support Agreement; and (iii) subject to receiving the Requisite Stockholder Approval, assuming effectuate the accuracy Charter Amendment and consummate the Merger. The effectuation of the representation set forth in Charter Amendment and the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy consummation of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions have Merger has been duly and validly authorized by all necessary corporate action on the part of the Company, subject to receiving the Requisite Stockholder Approval. The execution and delivery of this Agreement and the Support Agreement by the Company, the performance by the Company of its covenants and obligations under this Agreement and the Support Agreement, and, except for subject to receiving the filing Requisite Stockholder Approval, the effectuation of the Certificate of Merger with Charter Amendment and the Secretary of State consummation of the State Merger and each of Delaware, the other transactions contemplated by this Agreement have been duly authorized and approved by all necessary corporate action on the part of the Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement or the Support Agreement by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder under this Agreement and the Support Agreement; or (iii) subject to the receipt of the Requisite Stockholder Approval, the effectuation of the Charter Amendment and the consummation of the TransactionsMerger. This Agreement and the Support Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Xxxxxx Parent and Merger SubSub and the Support Agreement by the applicable Supporting Stockholder, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offerequity.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute enter into, deliver and deliver this Agreement, to perform its covenants obligations under this Agreement and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to consummate the Transactions, subject, in the case of the consummation of the Merger, to obtaining the Company Stockholder Approval. The execution execution, delivery and delivery performance by the Company of this Agreement, the performance by the Company of its covenants Agreement and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, andsubject, except for in the filing case of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the TransactionsMerger, to obtaining the Company Stockholder Approval. The only vote of holders of any class or series of capital stock of the Company necessary to adopt and approve this Agreement and to consummate the Transactions (under applicable Law, the Company Organizational Documents or otherwise) is the adoption of this Agreement by the affirmative vote of a majority of the outstanding shares of Company Common Stock, voting as a single class (such vote, the “Company Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, generally and (b) is equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity the court before which any proceeding therefor may be brought (collectivelysuch exceptions in clauses (a) and (b), the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, Agreement and any other Transaction Document to which it is or will be a party; (b) perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to and thereunder; and (c) consummate the TransactionsMerger (subject to receiving the Requisite Stockholder Approval) and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and any other Transaction Document to which it is or will be a party by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andand thereunder, assuming and the accuracy consummation of the representation set forth in Merger (subject to receiving the first sentence of Section 5.6, Requisite Stockholder Approval) and the consummation other transactions contemplated by the Company of the Transactions this Agreement have each been duly authorized and validly authorized approved by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional other corporate proceedings or actions on the part of the Company and no other stockholder votes are necessary to authorize this Agreement or the execution and delivery consummation by the Company of the Merger and the other transactions contemplated by to this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe Buyer Parties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity (collectively, the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder andhereunder; and (c) subject to receiving the Requisite Stockholder Approval, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to consummate the TransactionsMerger. The execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andhereunder, assuming and the accuracy consummation of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions Merger have been duly authorized and validly authorized approved by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the filing of the Certificate of Merger and the consummation of the TransactionsMerger. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe Buyer Parties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) (collectively, the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company comply with each of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.65.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition following the Acceptance Time, to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, the Company’s performance of and compliance with its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition following the Acceptance Time, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the Company’s performance by the Company of and compliance with its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ai) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (bii) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). . (b) The Company Board, at a meeting duly called and held prior to the date hereof, has: has duly and unanimously adopted resolutions (which, as of the execution and delivery of this Agreement by the parties hereto, have not been rescinded, modified or withdrawn in any way): (i) determined determining that it is this Agreement and the transactions contemplated hereby, including the Merger and the Offer, are advisable, fair to, and in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the TransactionsStockholders, (ii) approved the execution approving, adopting and delivery by the Company of declaring advisable this Agreement, the performance by the Company of its covenants and agreements contained herein Agreement and the consummation of transactions contemplated hereby, including the Transactions upon Merger and the terms and subject to the conditions contained herein and Offer, (iii) resolved, subject determining that the Merger shall be effected as soon as practicable following the Acceptance Time without a vote of the Company Stockholders pursuant to Section 251(h) of the terms DGCL and conditions set forth in this Agreement, (iv) resolving to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer and (v) resolving that no rights be distributed or exercisable under the Company Stockholders’ Rights Plan, and determining that the Company Stockholders’ Rights Plan have no force or effect, with respect to the Offer, the Merger and the other transactions contemplated hereby.

Corporate Power; Enforceability. (a) The Company has all the requisite corporate power and corporate authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming subject to obtaining the accuracy of the representation set forth in the first sentence of Section 5.6Company Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional corporate proceedings or actions on the part of the Company or any of its Subsidiaries are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactions. Merger or other transactions contemplated hereby, other than obtaining the Company Stockholder Approval. (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ai) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (bii) is subject to general principles of equity (clauses (i) and (ii), collectively, the “Enforceability ExceptionsLimitations”). . (c) The Company Board, at a meeting duly called and held prior to the date hereof, has: has (i) determined that the terms of the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the TransactionsAgreement, (iiiii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions Merger and the other transactions contemplated herein and (iv) upon the terms and subject to the conditions contained herein and (iii) resolvedherein, subject to the terms and conditions set forth in this Agreement, resolved to recommend that the holders of shares of the Company Stockholders accept Common Stock approve this Agreement in accordance with the Offer and tender their Company Shares to Merger Sub pursuant to the OfferMBCA.

Corporate Power; Enforceability. The Assuming that none of Parent, Merger Sub or any of their respective “affiliates” or “associates” (as defined in Section 203 of the DGCL) is an “interested stockholder” (as defined in Section 203 of the DGCL) of the Company (the “Section 203 Assumption”), the Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder andhereunder; and (c) subject to receiving the Requisite Stockholder Approval, assuming consummate the accuracy Merger. Assuming the truth of the representation set forth in Section 203 Assumption, the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andhereunder, assuming and the accuracy consummation of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions Merger have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the TransactionsMerger. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity (collectively, the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming subject to obtaining the accuracy approval of the representation set forth holders of a majority of the Company Shares voted (in person or by proxy) on such matter (excluding (i) any absentee votes and (ii) Company Shares held by Parent or deemed to be held by Parent pursuant to the first sentence ICL) at a meeting of Section 5.6the Company Shareholders duly called and held for such purpose (with respect to the Merger, such approval, the “Company Shareholder Approval”) and the filing and recordation of appropriate merger documents as required by the ICL, to consummate the Transactions. The execution Merger and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionsother transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, equity. No additional corporate proceedings on the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests part of the Company and its stockholders, and declared it advisable, for the Company are necessary to enter into this Agreement and consummate the Transactions, (ii) approved authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and obligations hereunder or, subject to obtaining the Company Shareholder Approval, the consummation of the Transactions upon Merger and the terms other transactions contemplated hereby. At a meeting duly called and subject held prior to the conditions contained herein execution of this Agreement in compliance with the articles of association of the Company (“Charter Documents”) and applicable Laws, the Company Board has unanimously: (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors as a result of the Merger; (ii) approved this Agreement, the Merger and the other transactions contemplated hereby; and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that made the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the OfferBoard Recommendation.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and herein, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept adopt this Agreement and (iv) directed that this Agreement and the Offer and tender their Company Shares to Merger Sub pursuant Transactions be submitted to the OfferCompany Stockholders for approval and adoption thereby.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to execute and deliver this Agreementthe Transaction Agreements, to perform its covenants and obligations hereunder thereunder and, assuming subject in the accuracy case of the representation set forth in consummation of the first sentence of Section 5.6Merger, to obtaining the Requisite Stockholder Approval, to consummate the Transactions. At a duly called and held meeting prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously (excluding the Affiliated Directors and upon the unanimous recommendation of the Special Committee), upon the terms and subject to the conditions set forth herein, (i) determined that the Transaction Agreements and the Transactions , are advisable and in the best interests of the Company and the Company Stockholders, (ii) approved the execution, delivery and performance of the Transaction Agreements and the consummation of the Transactions and (iii) resolved to recommend adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matter be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of this Agreementthe Transaction Agreements, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, thereunder and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreementthe Transaction Agreements, the performance by the Company of its covenants and obligations hereunder thereunder or the consummation of the TransactionsTransactions , other than in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval. This Agreement Each of the Transaction Agreements has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger SubAcquisition Sub or the other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, generally and (b) is subject to general principles of equity (collectively, the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder and, assuming and the accuracy consummation of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyCompany (subject only to the Required Vote), and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation by the Company of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ai) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (bii) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at . (b) At a meeting duly called and held prior to held, the date hereof, has: Company Board unanimously (i) determined that it is this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of declared advisable this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions Merger upon the terms and subject to the conditions contained herein and (iii) resolved, upon the terms and subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender vote their Company Shares to Merger Sub pursuant in favor of adopting this Agreement and thereby approving the Merger. The resolutions approving the foregoing, except to the Offerextent permitted by Section 5.1, have not been rescinded, modified or withdrawn in any way.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.65.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition as of the Acceptance Time, to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.65.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition as of the Acceptance Time, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company. The Company Board has, andat a meeting duly called and held, unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, and declared it advisable for the Company to enter into this Agreement, (b) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Offer and the Merger and the other transactions contemplated by this Agreement upon the terms and subject to the conditions contained herein, and (c) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer (the matters described in clauses (a) through (c), the “Company Board Recommendation”), which resolutions, except to the extent expressly permitted by Section 6.3, have not been rescinded, modified or withdrawn in any way. Except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby. This Assuming the accuracy of the representation set forth in the first sentence of Section 5.6, this Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, generally and (by) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. (a) The Company has all the requisite corporate power and corporate authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming subject to obtaining the accuracy of the representation set forth in the first sentence of Section 5.6Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional corporate proceedings or actions on the part of the Company or any of its Subsidiaries are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactions. Merger or other transactions contemplated hereby, other than obtaining the Requisite Stockholder Approval. (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ai) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (bii) is subject to general principles of equity (clauses (i) and (ii), collectively, the “Enforceability ExceptionsLimitations”). . (c) The Company Board, at a meeting duly called and held prior to the date hereof, has: has (i) determined that the terms of the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the Table of Contents Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the TransactionsAgreement, (iiiii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions Merger and the other transactions contemplated herein and (iv) upon the terms and subject to the conditions contained herein and (iii) resolvedherein, subject to the terms and conditions set forth in this Agreement, resolved to recommend that the holders of shares of the Company Stockholders accept Common Stock adopt this Agreement in accordance with the Offer and tender their Company Shares to Merger Sub pursuant to the OfferMBCA.

Corporate Power; Enforceability. The (a) Subject to the filing of the Certificate of Amendment with the Secretary of State for the State of Delaware, the Company has all the requisite corporate power and authority to to: (i) execute and deliver this Agreement, to Agreement and the other Transaction Documents; (ii) perform its covenants and obligations hereunder and, and thereunder; and (iii) subject to receiving the Requisite Stockholder Approval and assuming that the accuracy of the representation representations set forth in the first sentence of Section 5.64.6 are true and correct, to consummate the TransactionsCasdin Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andhereunder, assuming and the accuracy consummation of the representation transactions contemplated by this Agreement and the other Transaction Documents, have been duly authorized and approved by the Company Board, and except for obtaining the Requisite Stockholder Approval and assuming that the representations set forth in the first sentence of Section 5.64.6 are true and correct, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary no other corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings Company or actions on the part of the Company are Stockholders is necessary to authorize the execution and delivery by the Company of this AgreementAgreement or the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated by this Agreement or the consummation of the Transactionsother Transaction Documents. This Agreement and each other Transaction Document has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger SubPurchaser, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and generally or (bB) is subject to general principles of equity equity. (collectivelyb) Subject to the receipt of the Requisite Stockholder Approval and assuming that the representations set forth in Section 4.6 are true and correct, the “Enforceability Exceptions”). The Company Boardhas all requisite power and authority to issue, at a meeting duly called sell and held prior to deliver the date hereof, has: (i) determined that it is Acquired Shares in the best interests of the Company accordance with and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to on the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept Loan Agreement and the Offer Certificate of Designations. The Certificate of Designations will set forth the rights, preferences and tender their Company Shares to Merger Sub pursuant to priorities of the OfferSeries B-1 Preferred Stock, and the holders of the Series B-1 Preferred Stock shall have the rights set forth in the Certificate of Designations on filing with the Secretary of State for the State of Delaware.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to to: (a) execute and deliver this AgreementAgreement and the Support Agreements (together, the “Company Documents”) and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by the Company and delivered to Parent pursuant to this Agreement as of the date hereof or in connection with the consummation of the Closing (for the avoidance of doubt, and notwithstanding anything to the contrary, the foregoing shall not be deemed to include agreements, documents, instruments or certificates that may be executed and delivered bv the Company solely with respect to the Financing); (b) perform its covenants and obligations hereunder and, hereunder; and (c) assuming the accuracy of the representation representations and warranties of Parent and Merger Sub set forth in the first second sentence of Section 5.64.6 (without giving effect to any Knowledge qualification therein), subject to receiving the Requisite Shareholder Approval, consummate the TransactionsMerger. The execution and delivery of this Agreement and the Company Documents by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andand thereunder, assuming and the accuracy consummation of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions Merger have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement or the Company Documents by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder or thereunder; or (iii) assuming the accuracy of the representations and warranties of Parent and Xxxxxx Sub set forth in the second sentence of Section 4.6 (without giving effect to any Knowledge qualification therein), subject to the receipt of the Requisite Shareholder Approval, the consummation of the TransactionsMerger. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, liquidation, preferential transfer and other similar Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity (collectively, regardless of whether enforcement is sought in a proceeding at equity or law) (the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Assuming the accuracy of the representation set forth in Section 5.10, the Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and to consummate the Transactionstransactions contemplated hereby, subject to, in the case of the Merger, obtaining the Required Stockholder Approval. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation by the Company of the Transactionstransactions contemplated hereby, subject to, in the case of the Merger, obtaining the Required Stockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Acquisition Sub, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.65.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition following the Acceptance Time, to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.65.6 and, with respect to the Merger, subject to the satisfaction of the Minimum Condition following the Acceptance Time, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the TransactionsAgreement, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions Offer, the Merger and the other transactions contemplated hereby upon the terms and subject to the conditions contained herein herein, and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder and, hereunder; and (c) assuming the accuracy of the representation representations and warranties set forth in the first sentence of Section 5.64.6 are true and correct, to consummate the TransactionsTransactions without any vote by the holders of shares of Company Common Stock or any other securities of the Company. The execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andhereunder, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions have been duly authorized and validly authorized approved by all necessary corporate action on the part Company Board, and assuming the representations and warranties set forth in Section 4.6 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the Company, and, DGCL and except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional other corporate proceedings or actions action on the part of the Company are is necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or and the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (A) such enforceability (a) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, generally and (bB) is equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity the court before which any proceeding therefor may be brought (collectivelysuch exceptions in clauses (A) and (B), the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder andauthority, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.5 and subject to receipt of the Required Company Stockholder Approval, to execute and deliver this Agreement, to perform its covenants and obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.5 and subject to receipt of the Required Company Stockholder Approval, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.63.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and herein, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept adopt this Agreement and (iv) directed that this Agreement and the Offer and tender their Company Shares to Merger Sub pursuant Transactions be submitted to the OfferCompany Stockholders for approval and adoption thereby.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming subject to obtaining the accuracy approval of this Agreement by holders of a majority of the representation set forth Company Shares voted at the Company Shareholders Meeting (in person or by proxy) (not counting any absentee votes) (the first sentence of Section 5.6“Company Shareholder Approval”), to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby, other than (assuming the accuracy of the representations and warranties in Section 4.7 below) obtaining the Company Shareholder Approval for the consummation of transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company andCompany, and this Agreement constitutes, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offerequity.

Corporate Power; Enforceability. The (a) Subject to the filing of the Certificate of Amendment with the Secretary of State for the State of Delaware, the Company has all the requisite corporate power and authority to to: (i) execute and deliver this Agreement, to Agreement and the other Transaction Documents; (ii) perform its covenants and obligations hereunder and, and thereunder; and (iii) subject to receiving the Requisite Stockholder Approval and assuming that the accuracy of the representation representations set forth in the first sentence of Section 5.64.6 are true and correct, to consummate the TransactionsViking Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andhereunder, assuming and the accuracy consummation of the representation transactions contemplated by this Agreement and the other Transaction Documents, have been duly authorized and approved by the Company Board, and except for obtaining the Requisite Stockholder Approval and assuming that the representations set forth in the first sentence of Section 5.64.6 are true and correct, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary no other corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings Company or actions on the part of the Company are Stockholders is necessary to authorize the execution and delivery by the Company of this AgreementAgreement or the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated by this Agreement or the consummation of the Transactionsother Transaction Documents. This Agreement and each other Transaction Document has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger SubPurchaser, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and generally or (bB) is subject to general principles of equity equity. (collectivelyb) Subject to the receipt of the Requisite Stockholder Approval and assuming that the representations set forth in Section 4.6 are true and correct, the “Enforceability Exceptions”). The Company Boardhas all requisite power and authority to issue, at a meeting duly called sell and held prior to deliver the date hereof, has: (i) determined that it is Acquired Shares in the best interests of the Company accordance with and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to on the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept Loan Agreement and the Offer Certificate of Designations. The Certificate of Designations will set forth the rights, preferences and tender their Company Shares to Merger Sub pursuant to priorities of the OfferSeries B-2 Preferred Stock, and the holders of the Series B-2 Preferred Stock shall have the rights set forth in the Certificate of Designations on filing with the Secretary of State for the State of Delaware.

Corporate Power; Enforceability. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company has all requisite corporate power and authority to execute and deliver this Agreement and the Support Agreement, to perform its covenants and obligations hereunder and thereunder and, assuming subject, in the case of the Merger, to obtaining the Stockholder Approval if required under applicable Law, to consummate the transactions contemplated hereby and thereby. Assuming the accuracy of the representation set forth representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement and the Support Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and thereunder and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the Support Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder or the consummation of the Transactionstransactions contemplated hereby and thereby, other than, in the case of the Merger, obtaining the Stockholder Approval if required by applicable Law and filing the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. This Each of this Agreement and the Support Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Acquisition Sub, and the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (by) is subject to general principles of equity (clause (x) and (y) collectively, the “Enforceability ExceptionsException”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.5 and, with respect to the Merger, subject to obtaining the Stockholder Approval to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.64.5 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby. This Assuming the accuracy of the representation set forth in the first sentence of Section 4.5, this Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent, Intermediate Holdco and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming subject to obtaining the accuracy of the representation set forth in the first sentence of Section 5.6Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. At a meeting duly called and held prior to the execution of this Agreement at which all directors of the Company were present, the Company Board unanimously, upon the terms and subject to the conditions set forth herein, (i) determined that this Agreement and the Merger are advisable and in the best interests of the Company and the Company Stockholders, (ii) approved the execution, delivery and performance of this Agreement and (iii) subject to Section 5.02 hereof, resolved to recommend adoption of this Agreement by the Company Stockholders (the “Company Board Recommendation”) and directed that such matter be submitted for consideration at a meeting of the Company Stockholders (the “Company Stockholder Meeting”). The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming subject to obtaining the accuracy of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions have been duly Requisite Stockholder Approval and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby, other than in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Acquisition Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, generally (whether now or hereafter in effect) and (b) is subject to general principles of equity (collectively, the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. (a) The Company has all the requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming subject to obtaining the accuracy of the representation set forth in the first sentence of Section 5.6Requisite Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactions. transactions contemplated hereby, other than obtaining the Requisite Stockholder Approval. (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Investor and Merger Acquisition Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ai) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (bii) is subject to general principles of equity (collectively, the “Enforceability ExceptionsLimitations”). . (c) The Company Board, at a meeting duly called and held prior to at which all directors of the date hereofCompany were present, has: unanimously duly adopted resolutions (i) determined determining that it is the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the TransactionsStockholders, (ii) approved the execution approving and delivery by the Company of declaring advisable this Agreement, the performance by the Company of its covenants and agreements contained herein Agreement and the consummation of transactions contemplated hereby, including the Transactions upon the terms and subject to the conditions contained herein and Merger, (iii) resolveddirecting that this Agreement be submitted to the Company Stockholders for adoption and approval and (iv) resolving, subject to the terms and conditions set forth in this AgreementSection 6.5, to recommend that the Company Stockholders accept vote in favor of the Offer adoption and tender their Company Shares to Merger Sub pursuant to approval of this Agreement and the Offertransactions contemplated hereby, including the Merger.

Corporate Power; Enforceability. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming subject, in the case of the Merger, to obtaining the Stockholder Approval if required under applicable Law, to consummate the transactions contemplated hereby. Assuming the accuracy of the representation set forth representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby, other than, in the case of the Merger, obtaining the Stockholder Approval if required by applicable Law and filing the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Acquisition Sub, and the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ ' rights generally, and (by) is subject to general principles of equity (clause (x) and (y) collectively, the “"Enforceability Exceptions”Exception"). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming subject to obtaining the accuracy approval of the representation set forth holders of a majority of the Company Shares voted (in person or by proxy) on such matter (excluding any absentee votes and any other shares to be excluded pursuant to Section 320(c) of the first sentence ICL) at a meeting of Section 5.6the Company Shareholders duly called and held for such purpose (the “Company Shareholder Approval”) and the filing and recordation of appropriate merger documents as required by the ICL, to consummate the Transactions. The execution Merger and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionsother transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). The Company Board, at At a meeting duly called and held prior to the date hereof, has: (i) determined that it is execution of this Agreement in compliance with the best interests Memorandum of Association and Articles of Association of the Company (as amended, the “Charter Documents”) and its stockholdersthe ICL, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by Board has made the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the OfferBoard Recommendation.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder andhereunder; and (c) subject to receiving the Requisite Stockholder Approval, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to consummate the TransactionsMerger. The execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andhereunder, assuming and the accuracy consummation of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions Merger have been duly and validly unanimously authorized and approved by all necessary corporate action on the part Company Board (upon the unanimous recommendation of the CompanySpecial Committee), and, and except for obtaining the Requisite Stockholder Approval and filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize (i) the execution and delivery of this Agreement by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder hereunder; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation of the TransactionsMerger. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe Buyer Parties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (A) such enforceability (a) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, ; and (bB) is equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity the court before which any proceeding therefor may be brought (collectively, the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming subject to obtaining the accuracy approval of the representation set forth holders of a majority of the Company Shares voted (in person or by proxy) on such matter (excluding any absentee votes) at a meeting of the first sentence Company Shareholders duly called and held for such purpose (the “Company Shareholder Approval”) and the filing and recordation of Section 5.6appropriate merger documents as required by the ICL, to consummate the Transactions. The execution Merger and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionsother transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, equity. No additional corporate proceedings on the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests part of the Company and its stockholders, and declared it advisable, for the Company are necessary to enter into this Agreement and consummate the Transactions, (ii) approved authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and obligations hereunder or, subject to obtaining the Company Shareholder Approval, the consummation of the Transactions upon Merger and the terms other transactions contemplated hereby. At a meeting duly called and subject held prior to the conditions contained herein and (iii) resolved, subject to execution of this Agreement in compliance with the terms and conditions set forth in this Agreement, to recommend that articles of association of the Company Stockholders accept (“Charter Documents”) and applicable Laws, the Offer and tender their Company Shares to Merger Sub pursuant to Board has unanimously made the OfferCompany Board Recommendation.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, the Spin-Off Agreements and each other document to be entered into by the Company in connection with the transactions contemplated hereby and thereby (together, the “Company Transaction Documents”); (b) perform its covenants and obligations hereunder and, assuming and thereunder; and (c) subject to receiving the accuracy Requisite Stockholder Approvals (and making the corresponding filing of the representation set forth in Charter amendment with the first sentence State of Section 5.6Delaware), to consummate the Transactions, the Spin-Off and the other transactions contemplated by the Company Transaction Documents. The execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andhereunder, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions have been, and the execution and delivery of the other Company Transaction Documents and the consummation of the transactions contemplated thereby has been or shall be duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company or its stockholders are necessary to authorize (i) the execution and delivery of the Company Transaction Documents by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder and thereunder; or (iii) subject to the receipt of the Requisite Stockholder Approvals (and making the corresponding filing of the Charter amendment with the State of Delaware), the consummation of the Transactions, the Spin-Off and the other transactions contemplated by the Company Transaction Documents. This Agreement has been been, and the other Company Transaction Documents shall be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx the Parent, this Agreement constitutes, and Merger Subthe other Company Transaction Documents will constitute, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity (collectivelythe foregoing (A) and (B), the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming and to consummate the transactions contemplated hereby. Assuming the accuracy of the representation set forth representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby, other than, in the case of the Merger, filing the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Acquisition Sub, and the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (by) is subject to general principles of equity (clause (x) and (y) collectively, the “Enforceability ExceptionsException”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority authrity to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is, or is specified to be, a party, and to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to consummate the Transactionshereunder. The execution and delivery by the Company of this AgreementAgreement and each Ancillary Agreement to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and thereunder and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this AgreementAgreement or any of Ancillary Agreement to which it is, or is specified to be, a party, other than the performance approval of this Agreement by holders of a majority of the Company of its covenants and obligations hereunder or Shares voted at the consummation of Company Shareholder Meeting (not counting any absentee votes) (the Transactions“Company Shareholder Approval”). This Agreement and each Ancillary Agreement to which it is a party has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other parties thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectivelylaws governing specific performance, the “Enforceability Exceptions”). The Company Board, at a meeting duly called injunctive relief and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offerother equitable remedies.

Corporate Power; Enforceability. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming subject, in the case of the Merger, to obtaining the Stockholder Approval if required under applicable Law, to consummate the transactions contemplated hereby. Assuming the accuracy of the representation set forth representations and warranties of Parent and Acquisition Sub in Section 5.7(a), the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the Transactionstransactions contemplated hereby, other than, in the case of the Merger, obtaining the Stockholder Approval if required by applicable Law and filing AGREEMENT AND PLAN OF MERGER the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Acquisition Sub, and the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting or relating to creditors’ rights generally, and (by) is subject to general principles of equity (clause (x) and (y) collectively, the “Enforceability ExceptionsException”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. The Company has all the requisite corporate power and authority authority, and has taken all necessary corporate action required, to (a) execute and deliver this Agreement, Agreement and the other Transaction Documents to which it is a party; (b) perform its covenants and obligations hereunder and, assuming and thereunder; and (c) consummate the accuracy Transactions (subject only to receipt of the representation set forth in the first sentence of Section 5.6, to consummate the TransactionsStockholder Consent). The execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andhereunder, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Company and no additional corporate proceedings or actions on the part of the Company Company, other than receipt of the Stockholder Consent, are necessary to authorize (i) the execution and delivery of this Agreement and such other Transaction Documents by the Company of this Agreement, Company; (ii) the performance by the Company of its covenants and obligations hereunder and thereunder; or (iii) the consummation of the Transactions. Prior to the execution of this Agreement, the board of directors of the Company, by resolutions duly adopted at a meeting duly called and held or via unanimous written consent, has (A) approved and authorized the execution and delivery of this Agreement, (B) approved the consummation of the Transactions, (C) determined that the execution and delivery of this Agreement and the consummation of the Transactions are advisable, (D) recommended that the Seller, as the sole stockholder of the Company, approve and adopt this Agreement and the Transactions, and (E) directed that this Agreement and the principal terms of the Transactions be submitted to the sole stockholder of the Company for its approval and adoption. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other Parties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (ax) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, ; and (by) is subject to general principles of equity (collectively, the “Enforceability ExceptionsLimitations”). The Company Board, at a meeting duly called and held prior to the date hereof, has: (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer.

Corporate Power; Enforceability. (a) The Company has all the requisite corporate power and authority to to: (i) execute and deliver this Agreement, to Agreement and the other Transaction Documents; (ii) perform its covenants and obligations hereunder andand thereunder; and (iii) subject to receiving the Requisite Stockholder Approvals, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to consummate the TransactionsTransaction and the other transactions contemplated by this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder andhereunder, assuming and the accuracy consummation of the representation set forth in transactions contemplated by this Agreement and the first sentence of Section 5.6other Transaction Documents, the consummation have been duly authorized and approved by the Company of the Transactions have been Board, or any duly authorized committee thereof, and validly authorized by all necessary no other corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are is necessary to authorize the execution and delivery by the Company of this AgreementAgreement or the other Transaction Documents, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated by this Agreement or the consummation of the Transactionsother Transaction Documents. This Agreement and each other Transaction Document has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe Investor, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability enforceability: (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity equity. (collectivelyb) Subject to the filing of the Series A Certificate of Designation with the Secretary of State for the State of Delaware, the “Enforceability Exceptions”). The Company Boardhas all requisite power and authority to issue, at a meeting duly called sell and held prior to deliver the date hereofPurchased Shares, has: (i) determined that it is in the best interests of the Company accordance with and its stockholders, and declared it advisable, for the Company to enter into this Agreement and consummate the Transactions, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein and (iii) resolved, subject to the terms and conditions set forth in this AgreementAgreement and the Series A Certificate of Designations. The Series A Certificate of Designations sets forth the rights, preferences and priorities of the Series A Preferred Stock, and the holders of the Series A Preferred Stock will have the rights set forth in the Series A Certificate of Designations upon filing with the Secretary of State for the State of Delaware. All corporate action required to recommend that be taken by the Company Stockholders accept for the Offer authorization, issuance, sale and tender their Company Shares to Merger Sub pursuant to delivery of the OfferPurchased Shares, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby has been, or will at the time of Closing be, validly taken.

Corporate Power; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, to consummate the Transactions. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 5.6, the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation by the Company of the Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity (collectively, the “Enforceability Exceptions”). The Company Board, at a meeting duly called and held prior to the date hereof, hashas unanimously: (i) determined that it is this Agreement and the Transactions are fair to and in the best interests of the Company and its stockholders, and (ii) declared it advisable, advisable for the Company to enter into this Agreement and consummate the Transactions, (iiiii) authorized and approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein herein, (iv) resolved that the Merger shall be governed and effected under Section 251(h) of the DGCL, and be effected without a vote of the Company Stockholders and (iiiv) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the OfferOffer (the matters described in clauses (i) through (v), the “Company Board Recommendation”), which resolutions, except to the extent expressly permitted by Section 6.3, have not been rescinded, modified or withdrawn in any way.