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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, to consummate the transactions 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the 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 transactions contemplated hereby. 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”).

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 4.6 and, with respect to the Merger, subject Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyTransactions. 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, thereunder and the consummation by the Company of the transactions contemplated hereby 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 contemplated hereby. Assuming Transactions, other than in the accuracy case of the representation set forth in consummation of the first sentence of Section 4.6Merger, this Agreement has the Charter Amendment and the Bylaw Amendment, obtaining the Requisite Stockholder Approval. 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”).

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 and, assuming under this Agreement and the accuracy of the representation set forth in the first sentence of Section 4.6 and, with respect to the Merger, Support Agreement; and (iii) subject to obtaining receiving the Requisite Stockholder Approval, to effectuate the Charter Amendment and consummate the transactions contemplated herebyMerger. 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 effectuation of the representation set forth in the first sentence of Section 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, Charter Amendment and the consummation by the Company of the transactions contemplated hereby 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 transactions contemplated herebyMerger. Assuming This Agreement and the accuracy of the representation set forth in the first sentence of Section 4.6, this 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”)equity.

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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval5.6, to consummate the transactions contemplated herebyTransactions. 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval5.6, the consummation by the Company of the transactions contemplated hereby 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 contemplated herebyTransactions. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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 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 4.6 and, the Company Shareholders duly called and held for such purpose (with respect to the Merger, subject to obtaining such approval, the Stockholder “Company Shareholder Approval”) and the filing and recordation of appropriate merger documents as required by the ICL, to consummate the Merger and the other transactions 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the 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 transactions contemplated hereby. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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 (collectivelyequity. No additional corporate proceedings 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, subject to obtaining the Company Shareholder Approval, the consummation of the Merger and the other transactions contemplated hereby. At a meeting duly called and held prior to the execution of this Agreement in compliance with the articles of association of the Company (“Enforceability ExceptionsCharter 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) made the Company Board Recommendation.

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 4.6 and, comply with respect to the Merger, subject to obtaining the Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company each of its covenants and obligations hereunder and, assuming the accuracy of the representation set forth in the first sentence of Section 4.6 5.6 and, with respect to the Merger, subject to obtaining the Stockholder Approvalsatisfaction 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 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 transactions contemplated hereby. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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”).

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, assuming the accuracy of the representation set forth in the first sentence of Section 4.6 and, with respect to the Merger, hereunder; and (c) subject to obtaining receiving the Requisite Stockholder Approval, to consummate the transactions contemplated herebyMerger. 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the transactions contemplated hereby 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 transactions contemplated herebyMerger. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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”).

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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval4.6, to consummate the transactions contemplated herebyTransactions. 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval4.6, the consummation by the Company of the transactions contemplated hereby 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 contemplated herebyTransactions. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders adopt this Agreement and (iv) directed that this Agreement and the Transactions be submitted to the Company 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 the first sentence consummation of Section 4.6 and, with respect to the Merger, subject to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyTransactions. 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, thereunder and the consummation by the Company of the transactions contemplated hereby 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 contemplated hereby. Assuming Transactions , other than in the accuracy case of the representation set forth in consummation of the first sentence Merger, obtaining the Requisite Stockholder Approval. Each of Section 4.6, this Agreement 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”).

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 andto consummate the Transactions, assuming subject, in the accuracy case of the representation set forth in the first sentence consummation of Section 4.6 and, with respect to the Merger, subject to obtaining the Company Stockholder Approval, to consummate the transactions contemplated hereby. 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the transactions contemplated hereby 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 transactions contemplated herebyMerger, to obtaining the Company Stockholder Approval. Assuming the accuracy The only vote of holders of any class or series of capital stock of the representation set forth in Company necessary to adopt and approve this Agreement and to consummate the first sentence Transactions (under applicable Law, the Company Organizational Documents or otherwise) is the adoption of Section 4.6this Agreement by the affirmative vote of a majority of the outstanding shares of Company Common Stock, this 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”).

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 and thereunder; and (c) consummate the accuracy of the representation set forth in the first sentence of Section 4.6 and, with respect to the Merger, Merger (subject to obtaining receiving the Requisite Stockholder Approval, to consummate ) and the other transactions contemplated herebyby 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 the first sentence of Section 4.6 and, with respect to the Merger, Merger (subject to obtaining receiving the Requisite Stockholder Approval, ) and the consummation by the Company of the other transactions contemplated hereby by 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 contemplated hereby. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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”).

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 4.6 andare true and correct, with respect to the Merger, subject to obtaining the Stockholder Approval, to consummate the transactions contemplated herebyTransactions 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, and the consummation of the Transactions have been duly authorized and approved by the Company Board, and assuming the accuracy of the representation representations and warranties set forth in the first sentence of Section 4.6 and, are true and correct and that the Transactions are consummated in accordance with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company Section 251(h) of the transactions contemplated hereby have been duly DGCL 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 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 contemplated herebyTransactions. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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”).

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 4.6 andare true and correct, with respect to the Merger, subject to obtaining the Stockholder Approval, to consummate the Viking Transaction and the other transactions contemplated herebyby 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 the accuracy of the representation set forth in the first sentence of Section 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, and the consummation by the Company of the transactions contemplated hereby by this Agreement and the other Transaction Documents, have been duly authorized and validly authorized approved by all necessary the Company Board, and except for obtaining the Requisite Stockholder Approval and assuming that the representations set forth in Section 4.6 are true and correct, 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 or and the consummation by the Company of the transactions contemplated hereby. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, by this Agreement or the other 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 (collectively, the “Enforceability Exceptions”)equity.

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 4.6 4.5 and, with respect to the Merger, subject to obtaining the Stockholder Approval, Approval to consummate the transactions 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 4.6 4.5 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the 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 transactions contemplated hereby. Assuming the accuracy of the representation set forth in the first sentence of Section 4.64.5, 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”).

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 the accuracy of the representation set forth subject, in the first sentence case of Section 4.6 and, with respect to the Merger, subject to obtaining the Stockholder ApprovalApproval if required under applicable Law, to consummate the transactions contemplated hereby. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, and the consummation by the Company of the 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 transactions contemplated hereby. Assuming , other than, in the accuracy case of the representation set forth 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 first sentence of Section 4.6, this 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”).

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 the accuracy of the representation set forth subject, in the first sentence case of Section 4.6 and, with respect to the Merger, subject to obtaining the Stockholder ApprovalApproval if required under applicable Law, to consummate the transactions contemplated hereby. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, and the consummation by the Company of the 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 transactions contemplated hereby. Assuming , other than, in the accuracy case of the representation set forth 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 first sentence of Section 4.6, this 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").

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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, to consummate the transactions contemplated herebyhereunder. 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, and thereunder and the consummation by the Company of the 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 Shares voted at the Company Shareholder Meeting (not counting any absentee votes) (the “Company Shareholder Approval”). This Agreement and obligations hereunder or the consummation of the transactions contemplated hereby. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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”)injunctive relief and other equitable remedies.

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 the accuracy of the representation set forth in the first sentence of Section 4.6 and, with respect to the Merger, subject to obtaining the Requisite Stockholder Approval, to consummate the transactions 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 the accuracy of the representation set forth in the first sentence of Section 4.6 and, with respect to the Merger, subject to obtaining the Requisite Stockholder Approval, the consummation by the Company of the transactions contemplated hereby have been duly 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 transactions contemplated hereby. Assuming , other than in the accuracy case of the representation set forth in consummation of the first sentence Merger, obtaining the Requisite Stockholder Approval and the filing of Section 4.6, this 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”).

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 4.6 5.6 and, with respect to the Merger, subject to obtaining the Stockholder Approvalsatisfaction of the Minimum Condition as of the Acceptance Time, to consummate the transactions 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 4.6 5.6 and, with respect to the Merger, subject to obtaining the Stockholder Approvalsatisfaction of the Minimum Condition as of the Acceptance Time, the consummation by the Company of the 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 transactions contemplated hereby. Assuming the accuracy of the representation set forth in the first sentence of Section 4.65.6, 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”).

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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval3.6, to consummate the transactions contemplated herebyTransactions. 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval4.6, the consummation by the Company of the transactions contemplated hereby 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 contemplated herebyTransactions. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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, (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend that the Company Stockholders adopt this Agreement and (iv) directed that this Agreement and the Transactions be submitted to the Company Stockholders for approval and adoption thereby.

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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, and to consummate the transactions 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, and the consummation by the Company of the 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 transactions contemplated hereby. Assuming , subject to, in the accuracy case of the representation set forth in Merger, obtaining the first sentence of Section 4.6, this 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”).

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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval5.6, to consummate the transactions contemplated herebyTransactions. 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval5.6, the consummation by the Company of the transactions contemplated hereby 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 contemplated herebyTransactions. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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 unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Company and its stockholders, (ii) declared it advisable for the Company to enter into this Agreement and consummate the Transactions, (iii) 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, (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 (v) 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 (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.

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 4.6 andare true and correct, with respect to the Merger, subject to obtaining the Stockholder Approval, to consummate the Casdin Transaction and the other transactions contemplated herebyby 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 the accuracy of the representation set forth in the first sentence of Section 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, and the consummation by the Company of the transactions contemplated hereby by this Agreement and the other Transaction Documents, have been duly authorized and validly authorized approved by all necessary the Company Board, and except for obtaining the Requisite Stockholder Approval and assuming that the representations set forth in Section 4.6 are true and correct, 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 or and the consummation by the Company of the transactions contemplated hereby. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, by this Agreement or the other 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 (collectively, the “Enforceability Exceptions”)equity.

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 4.6 and, with respect to the Merger, 4.5 and subject to obtaining receipt of the Required Company Stockholder Approval, to execute and deliver this Agreement, to perform its covenants and obligations hereunder and to consummate the transactions 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 4.6 and, with respect to the Merger, 4.5 and subject to obtaining receipt of the Required Company Stockholder Approval, the consummation by the Company of the 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 transactions contemplated hereby. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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”).

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, assuming the accuracy of the representation set forth in the first sentence of Section 4.6 and, with respect to the Merger, hereunder; and (c) subject to obtaining receiving the Requisite Stockholder Approval, to consummate the transactions contemplated herebyMerger. 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the transactions contemplated hereby 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 transactions contemplated herebyMerger. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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”).. 3.3

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 the accuracy of the representation set forth in the first sentence of Section 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, and to consummate the transactions contemplated hereby. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, and the consummation by the Company of the 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 transactions contemplated hereby. Assuming , other than, in the accuracy case of the representation set forth Merger, filing the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the first sentence of Section 4.6, this 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”).

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 4.6 andDelaware), with respect to the Merger, subject to obtaining the Stockholder Approval, to consummate the Transactions, the Spin-Off and the other transactions contemplated herebyby 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 and the accuracy consummation of the representation set forth in Transactions have been, and the first sentence execution and delivery of Section 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, other Company Transaction Documents and the consummation by the Company of the transactions contemplated hereby have 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 herebyby the Company Transaction Documents. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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”).

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 4.6 5.6 and, with respect to the Merger, subject to obtaining the Stockholder Approvalsatisfaction 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 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 4.6 5.6 and, with respect to the Merger, subject to obtaining the Stockholder Approvalsatisfaction of the Minimum Condition following the Acceptance Time, the consummation by the Company of the 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 transactions contemplated hereby. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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, (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 Offer, the Merger and the other transactions contemplated hereby 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder approval of this Agreement by holders of a majority of the Company Shares voted at the Company Shareholders Meeting (in person or by proxy) (not counting any absentee votes) (the “Company Shareholder Approval”), to consummate the transactions 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, and the consummation by the Company of the 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 transactions contemplated hereby. Assuming , other than (assuming the accuracy of the representation set forth representations and warranties in Section 4.7 below) obtaining the first sentence Company Shareholder Approval for the consummation of Section 4.6, this 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”)equity.

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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, to consummate the transactions contemplated herebyConsent). 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the transactions contemplated hereby 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 contemplated herebyTransactions. Assuming Prior to the accuracy execution of this Agreement, the board of directors of the representation set forth in Company, by resolutions duly adopted at a meeting duly called and held or via unanimous written consent, has (A) approved and authorized the first sentence execution and delivery of Section 4.6this 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”).

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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder approval of the 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 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 Merger and the other transactions 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the 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 transactions contemplated hereby. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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 (collectivelyequity. No additional corporate proceedings 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, subject to obtaining the Company Shareholder Approval, the consummation of the Merger and the other transactions contemplated hereby. At a meeting duly called and held prior to the execution of this Agreement in compliance with the articles of association of the Company (“Enforceability ExceptionsCharter Documents”)) and applicable Laws, the Company Board has unanimously made the Company Board Recommendation.

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 the accuracy of the representation set forth subject, in the first sentence case of Section 4.6 and, with respect to the Merger, subject to obtaining the Stockholder ApprovalApproval if required under applicable Law, to consummate the transactions contemplated herebyhereby and thereby. The Assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, and thereunder and the consummation by the Company of the 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 transactions contemplated hereby. Assuming hereby and thereby, other than, in the accuracy case of the representation set forth 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 first sentence DGCL. Each of Section 4.6, 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”).

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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder approval of the 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 ICL) at a meeting of the 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 Merger and the other transactions 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the 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 transactions contemplated hereby. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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 (collectivelythe “Bankruptcy and Equity Exception”). At a meeting duly called and held prior to the execution of this Agreement in compliance with the Memorandum of Association and Articles of Association of the Company (as amended, the “Enforceability ExceptionsCharter Documents”)) and the ICL, the Company Board has made the Company Board Recommendation.

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 4.6 and, with respect (without giving effect to the Mergerany Knowledge qualification therein), subject to obtaining receiving the Stockholder Requisite Shareholder Approval, to consummate the transactions contemplated herebyMerger. 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 4.6 and, with respect to the Merger, subject to obtaining the Stockholder Approval, the consummation by the Company of the transactions contemplated hereby 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 transactions contemplated herebyMerger. Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, this 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”).