Common use of Due Authorization of Agreement Clause in Contracts

Due Authorization of Agreement. The Company’s board of directors, at a meeting duly called and held pursuant to the DGCL, has unanimously (subject to any recusal by a director for actual or potential conflicts of interest) (i) approved and declared advisable and in the best interests of the Company and the Company Stockholders the Transaction Agreements and the Transactions (including the Mergers) and (ii) recommended that the Company Stockholders adopt 36 this Agreement and approve the Transactions (including the Mergers). The execution, delivery and performance by the Company of this Agreement and the Transaction Agreements to which it is a party and the consummation by it of the Transactions (including the Mergers) have been duly authorized by the Company’s board of directors and, subject to adoption of this Agreement by the affirmative vote or written consent of the Company Stockholders representing the requisite number of shares of Company Stock required under the DGCL and the Company Charter Documents (the “Requisite Stockholder Approval”), no other action on the part of the Company’s board of directors or the Company Stockholders is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Transaction Agreements to which it is a party and the consummation by it of the Transactions (including the Mergers).

Due Authorization of Agreement. The Company’s board of directors, at a meeting duly called and held pursuant to the DGCLDGCL (or by written consent), has unanimously (subject to any recusal by a director for actual or potential conflicts of interest) (i) approved and declared advisable and in the best interests of the Company and the Company Stockholders the Transaction Agreements and the Transactions (including the Mergers) and (iib) recommended that the Company Stockholders adopt 36 this Agreement and approve the Transactions (including the Mergers). The execution, delivery and performance by the Company of this Agreement and the Transaction Agreements to which it is a party and the consummation by it the Company of the Transactions (including the Mergers) have been duly authorized by the Company’s board of directors and, subject to adoption and approval of this Agreement and the approval of the Mergers by the affirmative vote or written consent of the Company Stockholders representing the requisite number of shares of Company Capital Stock required under the DGCL and the Company Charter Documents (the “Requisite Stockholder Approval”), no other action on the part of the Company’s board of directors or the Company Stockholders is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Transaction Agreements to which it is a party and the consummation by it of the Transactions (including the Mergers).

Due Authorization of Agreement. The Company’s board Board of directorsDirectors, at a meeting duly called and held pursuant to the DGCLCCL, has unanimously (subject to any recusal by a director for actual or potential conflicts of interest) (ia) approved and declared advisable and in the best interests of the Company and the Company its Stockholders the Transaction Agreements this Agreement and the Transactions (including the MergersMerger) and (iib) recommended resolved to recommend that the Company Stockholders adopt 36 this Agreement and approve the Transactions Merger (including the Mergersforegoing clauses (a) and (b) collectively, the “Company Board Approval”). The execution, delivery and performance by the Company of this Agreement and the Transaction Agreements to which it is a party and the consummation by it of the Transactions (including the MergersMerger) have been duly authorized by the Company’s board Board of directors Directors and, subject to adoption of this Agreement by except for the affirmative vote or written consent of the Company Stockholders representing the requisite number of shares of Company Stock required under the DGCL and the Company Charter Documents (the “Requisite Necessary Stockholder Approval”), no other action on the part of the Company’s board Board of directors Directors or the Company its Stockholders is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Transaction Agreements to which it is a party and the consummation by it of the Transactions (including the MergersMerger).. The Necessary Stockholder Approval is the only vote or approval of the holders of any class or series of the share capital of the Company necessary to adopt this Agreement. A true and complete copy of the Necessary Stockholder Approval is attached hereto as Exhibit B.

Due Authorization of Agreement. The Company’s board of directors, at a meeting duly called and held pursuant to the DGCL or pursuant to an action by unanimous written consent adopted pursuant to the DGCL, has unanimously (subject to any recusal by a director for actual or potential conflicts of interest) (i) approved and declared advisable and in the best interests of the Company and the Company Stockholders Holders the Transaction Agreements and the Transactions (including the MergersMerger) and (ii) recommended that the Company Stockholders Holders adopt 36 this Agreement and approve the Transactions (including the MergersMerger). The execution, delivery and performance by the Company of this Agreement and the Transaction Agreements to which it is a party and the consummation by it of the Transactions (including the MergersMerger) have been duly authorized by the Company’s board of directors and, subject to adoption of this Agreement has been adopted by the affirmative vote or written consent of the Company Stockholders Holders representing the requisite number of shares of Company Stock required under the DGCL and the Company Company’s Charter Documents (the “Requisite Stockholder Approval”), no Documents. No other action on the part of the Company’s board of directors or the Company Stockholders is Holders necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Transaction Agreements to which it is a party and the consummation by it of the Transactions (including the MergersMerger).

Due Authorization of Agreement. The Company’s board of directors, at a meeting duly called and held pursuant to the DGCL, has unanimously (subject to any recusal by a director for actual or potential conflicts of interest) (ia) approved and declared advisable and in the best interests of the Company and the Company its Stockholders the Transaction Agreements and the Transactions (including the MergersMerger and the Preferred Stock Conversion) and (iib) recommended that the Company Stockholders adopt 36 this Agreement and approve the Transactions (including the MergersMerger and the Preferred Stock Conversion). The execution, delivery and performance by the Company of this Agreement and the Transaction Agreements to which it is a party and the consummation by it of the Transactions (including the MergersMerger and the Preferred Stock Conversion) have been duly authorized by the Company’s board of directors and, subject to adoption of this Agreement by the affirmative vote or written consent of the Company Stockholders representing the requisite number of shares of Company Capital Stock required under the DGCL and the Company Charter Documents (the “Requisite Stockholder Approval”), no other action on the part of the Company’s board of directors or the Company its Stockholders is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Transaction Agreements to which it is a 37 party and the consummation by it of the Transactions (including the MergersMerger and the Preferred Stock Conversion).