Common use of Corporate Power; Enforceability Clause in Contracts

Corporate Power; Enforceability. Each of Parent, Acquisition Sub and the Guarantors has the requisite power and authority to execute and deliver the Transaction Agreements to which it is a party, and to perform their respective covenants and obligations thereunder and to consummate the Transactions. The execution and delivery by Parent, Acquisition Sub and the Guarantors of Transaction Agreements to which it is a party, the performance by Parent, Acquisition Sub and the Guarantors of their respective covenants and obligations thereunder and the consummation by Parent, Acquisition Sub and the Guarantors of the Transactions have been duly authorized by all necessary limited liability company, limited partnership or corporate action, as applicable, on the part of Parent, Acquisition Sub and the Guarantors, and no additional limited liability company, limited partnership or corporate proceedings, as applicable, on the part of Parent, Acquisition Sub and the Guarantors are necessary to authorize the execution and delivery by Parent, Acquisition Sub and the Guarantors of the Transaction Agreements to which it is a party, the performance by Parent, Acquisition Sub and the Guarantors of their respective covenants and obligations thereunder or the consummation by Parent, Acquisition Sub and the Guarantors of the Transactions. Each of Transaction Agreements to which Parent, Acquisition Sub and the Guarantors is a party has been duly executed and delivered by each of Parent, Acquisition Sub and the Guarantors, respectively, and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent, Acquisition Sub and the Guarantors, enforceable against each in accordance with its terms, subject to the Enforceability Limitations. The Managing Shareholder of Parent, has (i) approved this Agreement, the Merger and the other Transactions and (ii) determined that the terms of the Merger and the other Transactions are fair to and in the best interests of Parent and its shareholders. The Board of Directors of Acquisition Sub, at a meeting duly called and duly held, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Acquisition Sub and Parent, (iii) recommending that Parent adopt this Agreement and (iv) declaring that this Agreement is advisable. Parent, as sole stockholder of Acquisition Sub, has adopted this Agreement. The affirmative vote of the holders of the capital stock of Parent, or any of them, is not necessary to approve this Agreement or consummate any Transaction.

Corporate Power; Enforceability. Each of ParentLKQ, Parent and Acquisition Sub and the Guarantors has the requisite corporate power and authority to execute and deliver the Transaction Agreements to which it is a partythis Agreement, and to perform their respective covenants and obligations thereunder hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by ParentLKQ, Parent and Acquisition Sub and the Guarantors of Transaction Agreements to which it is a partythis Agreement, the performance by ParentLKQ, Parent and Acquisition Sub and the Guarantors of their respective covenants and obligations thereunder hereunder and the consummation by ParentLKQ, Parent and Acquisition Sub and the Guarantors of the Transactions transactions contemplated hereby have been duly authorized by all necessary limited liability company, limited partnership or corporate action, as applicable, action on the part of ParentLKQ, Parent and Acquisition Sub and the GuarantorsSub, and no additional limited liability company, limited partnership or corporate proceedings, as applicable, proceedings on the part of ParentLKQ, Parent or Acquisition Sub and the Guarantors are necessary to authorize the execution and delivery by ParentLKQ, Parent and Acquisition Sub and the Guarantors of the Transaction Agreements to which it is a partythis Agreement, the performance by ParentLKQ, Parent and Acquisition Sub and the Guarantors of their respective covenants and obligations thereunder hereunder or the consummation by ParentLKQ, Parent and Acquisition Sub and the Guarantors of the Transactionstransactions contemplated hereby. Each of Transaction Agreements to which Parent, Acquisition Sub and the Guarantors is a party This Agreement has been duly executed and delivered by each of ParentLKQ, Parent and Acquisition Sub and the Guarantors, respectively, and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of ParentLKQ, Parent and Acquisition Sub and the GuarantorsSub, enforceable against each in accordance with its terms, subject to the Enforceability Limitations. The Managing Shareholder of Parent, has (i) approved this Agreement, the Merger and the other Transactions and (ii) determined that the terms of the Merger and the other Transactions are fair to and in the best interests of Parent and its shareholders. The Board of Directors of Acquisition Sub, at a meeting duly called and duly held, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Acquisition Sub and Parent, (iii) recommending that Parent adopt this Agreement and (iv) declaring that this Agreement is advisable. Parent, as sole stockholder of Acquisition Sub, has adopted this Agreement. The affirmative vote of the holders of the capital stock of Parent, or any of them, is not necessary to approve this Agreement or consummate any Transaction.

Corporate Power; Enforceability. Each of Parent, Parent and Acquisition Sub and the Guarantors has the requisite corporate power and authority to execute and deliver the Transaction Agreements to which it is a partythis Agreement, and to perform their respective covenants and obligations thereunder and hereunder and, subject to either the adoption of this Agreement by Parent in accordance with Section 7.6 or the adoption of resolutions by the board of directors of Acquisition Sub in accordance with Section 8.3(f), to consummate the Transactionstransactions contemplated hereby. The execution and delivery by Parent, Parent and Acquisition Sub and the Guarantors of Transaction Agreements to which it is a partythis Agreement, the performance by Parent, Parent and Acquisition Sub and the Guarantors of their respective covenants and obligations thereunder hereunder and the consummation by Parent, Parent and Acquisition Sub and the Guarantors of the Transactions transactions contemplated hereby have been duly authorized by all necessary limited liability company, limited partnership corporate or corporate action, as applicable, other action on the part of Parent, Parent and Acquisition Sub and the GuarantorsSub, and no additional limited liability company, limited partnership other corporate or corporate proceedings, as applicable, other proceeding on the part of Parent, Parent or Acquisition Sub and the Guarantors are is necessary to authorize the execution and delivery by Parent, Parent and Acquisition Sub and the Guarantors of the Transaction Agreements to which it is a partythis Agreement, the performance by Parent, Parent and Acquisition Sub and the Guarantors of their respective covenants and obligations thereunder hereunder or the consummation by Parent, Parent and Acquisition Sub and the Guarantors of the Transactions. Each transactions contemplated hereby other than either the adoption of Transaction Agreements to which Parent, this Agreement by Parent in accordance with Section 7.6 or the adoption of resolutions by the board of directors of Acquisition Sub and the Guarantors is a party in accordance with Section 8.3(f). This Agreement has been duly executed and delivered by each of Parent, Parent and Acquisition Sub and the Guarantors, respectively, and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent, Parent and Acquisition Sub and the GuarantorsSub, enforceable against each in accordance with its terms, subject to the Enforceability Limitations. The Managing Shareholder of Parent, has (i) approved this Agreement, the Merger and the other Transactions and (ii) determined that the terms of the Merger and the other Transactions are fair to and in the best interests of Parent and its shareholders. The Board of Directors of Acquisition Sub, at a meeting duly called and duly held, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Acquisition Sub and Parent, (iii) recommending that Parent adopt this Agreement and (iv) declaring that this Agreement is advisable. Parent, as sole stockholder of Acquisition Sub, has adopted this Agreement. The affirmative vote of the holders of the capital stock of Parent, or any of them, is not necessary to approve this Agreement or consummate any TransactionException.

Corporate Power; Enforceability. Each of Parent, Parent and Acquisition Sub and the Guarantors has the requisite corporate power and authority to execute and deliver this Agreement and the Transaction Agreements to which it is a partyCVR Agreement (if applicable), and to perform their respective covenants and obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by Parent, Parent and Acquisition Sub of this Agreement and the Guarantors of Transaction Agreements to which it is a partyCVR Agreement (if applicable), the performance by Parent, Parent and Acquisition Sub and the Guarantors of their respective covenants and obligations hereunder and thereunder and the consummation by Parent, Parent and Acquisition Sub and the Guarantors of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company, limited partnership corporate or corporate action, as applicable, other action on the part of Parent, Parent and Acquisition Sub (other than the adoption of this Agreement by Parent as sole stockholder of Acquisition Sub which shall occur immediately after the execution and the Guarantorsdelivery hereof), and no additional limited liability company, limited partnership other corporate or corporate proceedings, as applicable, other proceeding on the part of Parent, Parent or Acquisition Sub and the Guarantors are is necessary to authorize the execution and delivery by Parent, Parent and Acquisition Sub of this Agreement and the Guarantors of the Transaction Agreements to which it is a partyCVR Agreement (if applicable), the performance by Parent, Parent and Acquisition Sub and the Guarantors of their respective covenants and obligations hereunder and thereunder or the consummation by Parent, Parent and Acquisition Sub of the transactions contemplated hereby and thereby (other than the adoption of this Agreement by Parent as sole stockholder of Acquisition Sub which shall occur immediately after the execution and delivery hereof). This Agreement and the Guarantors of the Transactions. Each of Transaction Agreements to which Parent, Acquisition Sub and the Guarantors is a party CVR Agreement (if applicable) has been (or will be) duly executed and delivered by each of Parent, Parent and Acquisition Sub and the Guarantors, respectively, and, assuming the due authorization, execution and delivery by the Companyother party thereto, constitutes a legal, valid and binding obligation of each of Parent, Parent and Acquisition Sub and the GuarantorsSub, enforceable against each in accordance with its terms, subject to the Enforceability Limitations. The Managing Shareholder of Parent, has (i) approved this Agreement, the Merger and the other Transactions and (ii) determined that the terms of the Merger and the other Transactions are fair to and in the best interests of Parent and its shareholders. The Board of Directors of Acquisition Sub, at a meeting duly called and duly held, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Acquisition Sub and Parent, (iii) recommending that Parent adopt this Agreement and (iv) declaring that this Agreement is advisable. Parent, as sole stockholder of Acquisition Sub, has adopted this Agreement. The affirmative vote of the holders of the capital stock of Parent, or any of them, is not necessary to approve this Agreement or consummate any TransactionException.

Corporate Power; Enforceability. Each of Parent, Parent and Acquisition Sub and the Guarantors has the requisite corporate power and authority to execute and deliver this Agreement and the Transaction Agreements to which it is a partyCVR Agreement, and to perform their respective covenants and obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated in this Agreement and the CVR Agreement. The execution and delivery by Parent, Parent and Acquisition Sub of this Agreement and the Guarantors of Transaction Agreements to which it is a partyCVR Agreement, the performance by Parent, Parent and Acquisition Sub and the Guarantors of their respective covenants and obligations hereunder and thereunder and the consummation by Parent, Parent and Acquisition Sub of the transactions contemplated in this Agreement and the Guarantors of the Transactions CVR Agreement have been duly and validly authorized by all necessary limited liability company, limited partnership or corporate action, as applicable, action on the part of Parent, Parent and Acquisition Sub and the GuarantorsSub, and no additional limited liability company, limited partnership or corporate proceedings, as applicable, proceedings on the part of Parent, Parent or Acquisition Sub and the Guarantors are necessary to authorize the execution and delivery by Parent, Parent and Acquisition Sub of this Agreement and the Guarantors of the Transaction Agreements to which it is a partyCVR Agreement, the performance by Parent, Parent and Acquisition Sub and the Guarantors of their respective covenants and obligations hereunder and thereunder or the consummation by Parent, Parent and Acquisition Sub of the transactions contemplated in this Agreement and the Guarantors of the TransactionsCVR Agreement. Each of Transaction Agreements to which Parent, Acquisition Sub This Agreement and the Guarantors is a party has CVR Agreement have been duly and validly executed and delivered by each of Parent, Parent and Acquisition Sub and the Guarantors, respectively, and, assuming the due authorization, execution and delivery by the Company, constitutes this Agreement and the CVR Agreement constitute a legal, valid and binding obligation of each of Parent, Parent and Acquisition Sub and the GuarantorsSub, enforceable against each in accordance with its their terms, subject to the Enforceability Limitations. The Managing Shareholder of Parent, has (i) approved this Agreement, the Merger and the other Transactions and (ii) determined that the terms of the Merger and the other Transactions are fair to and in the best interests of Parent and its shareholders. The Board of Directors of Acquisition Sub, at a meeting duly called and duly held, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Acquisition Sub and Parent, (iii) recommending that Parent adopt this Agreement and (iv) declaring that this Agreement is advisable. Parent, as sole stockholder of Acquisition Sub, has adopted this Agreement. The affirmative vote of the holders of the capital stock of Parent, or any of them, is not necessary to approve this Agreement or consummate any Transaction.

Corporate Power; Enforceability. Each of Parent, Parent and Acquisition Sub and the Guarantors has the requisite corporate power and authority to execute and deliver this Agreement, the Transaction Agreements to which it is a partySupport Agreement, and to perform their respective covenants and obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by Parent, Parent and Acquisition Sub and of this Agreement, the Guarantors of Transaction Agreements to which it is a partySupport Agreement, the performance by Parent, Parent and Acquisition Sub and the Guarantors of their respective covenants and obligations hereunder and thereunder and and, other than the adoption of this Agreement by Parent as sole stockholder of Acquisition Sub, the consummation by Parent, Parent and Acquisition Sub and the Guarantors of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company, limited partnership corporate or corporate action, as applicable, other action on the part of Parent, Parent and Acquisition Sub and the GuarantorsSub, and no additional limited liability company, limited partnership other corporate or corporate proceedings, as applicable, other proceeding on the part of Parent, Parent or Acquisition Sub and the Guarantors are is necessary to authorize the execution and delivery by Parent, Parent and Acquisition Sub and the Guarantors of the Transaction Agreements to which it is a partythis Agreement, the performance by Parent, Parent and Acquisition Sub and the Guarantors of their respective covenants and obligations thereunder or hereunder or, other than the adoption of this Agreement by Parent as sole stockholder of Acquisition Sub, the consummation by Parent, Parent and Acquisition Sub and the Guarantors of the Transactionstransactions contemplated hereby. Each of Transaction Agreements to which Parent, Acquisition Sub and the Guarantors is a party This Agreement has been duly executed and delivered by each of Parent, Parent and Acquisition Sub and the Guarantors, respectively, and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent, Parent and Acquisition Sub and the GuarantorsSub, enforceable against each in accordance with its terms, subject to the Enforceability Limitations. The Managing Shareholder of Parent, has (i) approved this Agreement, the Merger and the other Transactions and (ii) determined that the terms of the Merger and the other Transactions are fair to and in the best interests of Parent and its shareholders. The Board of Directors of Acquisition Sub, at a meeting duly called and duly held, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Acquisition Sub and Parent, (iii) recommending that Parent adopt this Agreement and (iv) declaring that this Agreement is advisable. Parent, as sole stockholder of Acquisition Sub, has adopted this Agreement. The affirmative vote of the holders of the capital stock of Parent, or any of them, is not necessary to approve this Agreement or consummate any TransactionException.

Corporate Power; Enforceability. Each of Parent, Acquisition Parent and Merger Sub and the Guarantors has the all requisite corporate power and authority to execute and deliver the Transaction Agreements to which it is a partythis Agreement, and to perform their respective covenants and obligations thereunder hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by Parent, Acquisition Parent and Merger Sub and the Guarantors of Transaction Agreements to which it is a partythis Agreement, the performance by Parent, Acquisition Parent and Merger Sub and the Guarantors of their respective covenants and obligations thereunder hereunder and the consummation by Parent, Acquisition Parent and Merger Sub and the Guarantors of the Transactions transactions contemplated hereby have been duly authorized by all necessary limited liability company, limited partnership corporate or corporate action, as applicable, other action on the part of Parent, Acquisition Sub Parent and the GuarantorsMerger Sub, and no additional limited liability company, limited partnership other corporate or corporate proceedings, as applicable, other proceeding on the part of Parent, Acquisition Parent or Merger Sub and the Guarantors are is necessary to authorize the execution and delivery by Parent, Acquisition Parent and Merger Sub and the Guarantors of the Transaction Agreements to which it is a partythis Agreement, the performance by Parent, Acquisition Parent and Merger Sub and the Guarantors of their respective covenants and obligations thereunder hereunder or the consummation by Parent, Acquisition Parent and Merger Sub and the Guarantors of the Transactionstransactions contemplated hereby. Each of Transaction Agreements to which Parent, Acquisition Sub and the Guarantors is a party This Agreement has been duly executed and delivered by each of Parent, Acquisition Parent and Merger Sub and the Guarantors, respectively, and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent, Acquisition Sub Parent and the GuarantorsMerger Sub, enforceable against each in accordance with its terms, subject to the Enforceability LimitationsBankruptcy and Equity Exception. The Managing Shareholder board of Parent, directors of Merger Sub has unanimously: (i) determined that the Merger is fair to, and in the best interest of, Merger Sub and its shareholder, 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 Merger Sub to its creditors, (ii) approved this Agreement, the Merger and the other Transactions transactions contemplated herby, and (iiiii) determined resolved to recommend that the terms sole shareholder of the Merger and the other Transactions are fair to and in the best interests of Parent and its shareholders. The Board of Directors of Acquisition Sub, at a meeting duly called and duly held, duly and unanimously adopted resolutions (i) approving Sub approve this Agreement, the Merger and the other Transactionstransactions contemplated hereby, (ii) determining that pursuant to the terms hereof (which approval has been obtained simultaneously with the execution of the Merger and the other Transactions are fair to and in the best interests of Acquisition Sub and Parent, (iii) recommending that Parent adopt this Agreement and (iv) declaring that this Agreement is advisable. Parent, as sole stockholder of Acquisition Sub, has adopted this Agreement). The affirmative No vote of the holders of any of the issued and outstanding shares of capital stock of Parent, Parent is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. The adoption of this Agreement by Parent as the sole shareholder of Merger Sub is the only vote or consent of the holders of any class or series of them, is not capital stock of Merger Sub necessary to approve this Agreement or consummate any Transactionthe transactions contemplated hereby, including the Merger.

Corporate Power; Enforceability. Each of Parent, Parent and Acquisition Sub and the Guarantors has the requisite corporate power and authority to execute and deliver the Transaction Agreements this Agreement and all other agreements and documents contemplated hereby to which it is a partythey are parties, and to perform their respective covenants and obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by Parent, Parent and Acquisition Sub of this Agreement and the Guarantors of Transaction Agreements all other agreements and documents contemplated hereby to which it is a partythey are parties, the performance by Parent, Parent and Acquisition Sub and the Guarantors of their respective covenants and obligations hereunder and thereunder and the consummation by Parent, Parent and Acquisition Sub and the Guarantors of the Transactions transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company, limited partnership or corporate action, as applicable, action on the part of Parent, Parent and Acquisition Sub and the GuarantorsSub, and no additional limited liability company, limited partnership or corporate proceedings, as applicable, proceedings on the part of Parent, Parent or Acquisition Sub and the Guarantors are necessary to authorize the execution and delivery by Parent, Parent and Acquisition Sub of this Agreement and the Guarantors of the Transaction Agreements all other agreements and documents contemplated hereby to which it is a partythey are parties, the performance by Parent, Parent and Acquisition Sub and the Guarantors of their respective covenants and obligations hereunder and thereunder or the consummation by Parent, Parent and Acquisition Sub and the Guarantors of the Transactionstransactions contemplated hereby and thereby. Each of Transaction Agreements This Agreement and all other agreements and documents contemplated hereby to which Parent, Acquisition Sub and the Guarantors is a party has they are parties have been duly executed and delivered by each of Parent, Parent and Acquisition Sub and the Guarantors, respectively, and, assuming the due authorization, execution and delivery by the Company, constitutes a constitute legal, valid and binding obligation obligations of each of Parent, Parent and Acquisition Sub and the GuarantorsSub, enforceable against each in accordance with its their terms, subject to the Enforceability Limitations. The Managing Shareholder of Parent, has (i) approved this Agreement, the Merger and the other Transactions and (ii) determined that the terms of the Merger and the other Transactions are fair to and in the best interests of Parent and its shareholders. The Board of Directors of Acquisition Sub, at a meeting duly called and duly held, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Acquisition Sub and Parent, (iii) recommending that Parent adopt this Agreement and (iv) declaring that this Agreement is advisable. Parent, as sole stockholder of Acquisition Sub, has adopted this Agreement. The affirmative vote of the holders of the capital stock of Parent, or any of them, is not necessary to approve this Agreement or consummate any Transaction.

Corporate Power; Enforceability. Each of Parent, Parent and Acquisition Sub and the Guarantors has the requisite corporate power and authority to execute and deliver the Transaction Agreements to which it is a partythis Agreement, and to perform their respective covenants and obligations thereunder hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by Parent, Parent and Acquisition Sub and the Guarantors of Transaction Agreements to which it is a partythis Agreement, the performance by Parent, Parent and Acquisition Sub and the Guarantors of their respective covenants and obligations thereunder hereunder and the consummation by Parent, Parent and Acquisition Sub and the Guarantors of the Transactions transactions contemplated hereby have been duly authorized by all necessary limited liability company, limited partnership corporate or corporate action, as applicable, other action on the part of Parent, Parent and Acquisition Sub (other than the adoption of this Agreement by Parent as sole stockholder of Acquisition Sub which shall occur immediately after the execution and the Guarantorsdelivery hereof), and no additional limited liability company, limited partnership other corporate or corporate proceedings, as applicable, other proceeding on the part of Parent, Parent or Acquisition Sub and the Guarantors are is necessary to authorize the execution and delivery by Parent, Parent and Acquisition Sub and the Guarantors of the Transaction Agreements to which it is a partythis Agreement, the performance by Parent, Parent and Acquisition Sub and the Guarantors of their respective covenants and obligations thereunder hereunder or the consummation by Parent, Parent and Acquisition Sub and the Guarantors of the Transactions. Each transactions contemplated hereby (other than the adoption of Transaction Agreements to which Parent, this Agreement by Parent as sole stockholder of Acquisition Sub which shall occur immediately after the execution and the Guarantors is a party delivery hereof). This Agreement has been duly executed and delivered by each of Parent, Parent and Acquisition Sub and the Guarantors, respectively, and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent, Parent and Acquisition Sub and the GuarantorsSub, enforceable against each in accordance with its terms, subject to the Enforceability LimitationsException. The Managing Shareholder of Parent, has (i) approved this Agreement, the Merger and the other Transactions and (ii) determined that the terms of the Merger and the other Transactions are fair to and in the best interests of Parent and its shareholders. The Board of Directors of Acquisition Sub, at a meeting duly called and duly held, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Acquisition Sub and Parent, (iii) recommending that Parent adopt this Agreement and (iv) declaring that this Agreement is advisable. Parent, as sole stockholder of Acquisition Sub, has adopted this Agreement. The affirmative vote of the holders of the capital stock of Parent, or any of them, is not necessary to approve this Agreement or consummate any Transaction.5.3