Common use of Power and Authority; Binding Agreement Clause in Contracts

Power and Authority; Binding Agreement. Subject to obtaining Shareholder Approval, Fortis has all requisite corporate power and authority to execute and deliver this Option Agreement and to consummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery by Fortis of this Option Agreement and the consummation by Fortis of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Fortis, and no other proceedings on the part of Fortis are necessary to authorize this Option Agreement or to consummate the Merger and the other transactions contemplated hereby other than (a) the Shareholder Approval, (b) the filing of the Certificate of Merger with the office of the Secretary of State of the State of Delaware, (c) the filing of a premerger notification and report form under the HSR Act, if necessary, and (d) such other material consents, approvals, orders, authorizations, registrations, declarations, filings and notices set forth on Section 5.5 of the Disclosure Schedule, if any. This Option Agreement has been duly executed and delivered by Fortis and, assuming the due authorization, execution and delivery by the other Parties, constitutes a valid, legal and binding obligation of Fortis, Enforceable against Fortis.

Power and Authority; Binding Agreement. Subject to obtaining Shareholder Approval, Fortis the Company has all requisite corporate power and authority to execute and deliver this Option Agreement and to consummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery by Fortis the Company of this Option Agreement and the consummation by Fortis the Company of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Fortisthe Company, and no other proceedings on the part of Fortis the Company are necessary to authorize this Option Agreement or to consummate the Merger and the other transactions contemplated hereby other than the (a) the Shareholder Approval, Approval and (b) the filing of the Certificate of Merger and Subsequent Merger Certificate of Merger with the office offices of the Secretary of State of the State of Delaware, (c) the filing of a premerger notification and report form under the HSR Act, if necessary, and (d) such other material consents, approvals, orders, authorizations, registrations, declarations, filings and notices set forth on Section 5.5 of the Disclosure Schedule, if any. This Option Agreement has been duly executed and delivered by Fortis the Company and, assuming the due authorization, execution and delivery by the other Parties, constitutes a valid, legal and binding obligation of Fortisthe Company, Enforceable enforceable against Fortisthe Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Power and Authority; Binding Agreement. Subject to obtaining Shareholder Approval, Fortis the Company has all requisite corporate power and authority to execute and deliver this Option Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby and to perform its obligations hereunderhereunder and thereunder. The execution and delivery by Fortis the Company of this Option Agreement and the consummation by Fortis the Company of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Fortisthe Company, and no other proceedings on the part of Fortis the Company are necessary to authorize this Option Agreement or to consummate the Merger and the other transactions contemplated hereby other than (a) the Shareholder Approval, (b) the filing of the Certificate of Merger with the office of the Secretary of State of the State of Delaware, Delaware (c) the filing of a premerger notification and report form under the HSR Act, if necessary, and (d) such other material consents, approvals, orders, authorizations, registrations, declarations, filings and notices set forth on Section 5.5 4.2 of the Disclosure Schedule, if any. This Option Agreement has been duly executed and delivered by Fortis the Company and, assuming the due authorization, execution and delivery by the other Parties, constitutes a valid, legal and binding obligation of Fortisthe Company, Enforceable enforceable against Fortisthe Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Applicable Laws affecting creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Power and Authority; Binding Agreement. Subject to obtaining Shareholder Approval, Fortis Each of Buyer and Merger Sub has all requisite corporate power and authority to execute and deliver this Option Agreement and Agreement, to consummate the Merger and the other transactions contemplated hereby hereunder, and to perform its obligations hereunderhereunder and thereunder. The execution and delivery by Fortis Buyer and Merger Sub of this Option Agreement Agreement, and the consummation by Fortis Buyer and Merger Sub of the Merger and the other transactions contemplated hereby hereunder, have been duly authorized by all necessary corporate action on the part of FortisBuyer and Merger Sub, and no other proceedings on the part of Fortis Buyer or Merger Sub are necessary to authorize this Option Agreement or to consummate the Merger and the other transactions contemplated hereby hereunder other than (a) the Shareholder Approval, (b) the filing of the Certificate of Merger with the office of the Secretary of State of the State of Delaware, Delaware and (cb) the filing of a premerger notification and report form under the HSR Act, if necessary, and (d) such other material consents, approvals, orders, authorizations, registrations, declarations, filings and notices set forth on Section 5.5 of the Disclosure Schedule, if any. This Option Agreement has been duly executed and delivered by Fortis Buyer and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid, legal valid and binding obligation of FortisBuyer and Merger Sub, Enforceable enforceable against FortisBuyer and Merger Sub in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Applicable Laws affecting creditors’ rights generally and general principles of equity.

Power and Authority; Binding Agreement. Subject to obtaining Shareholder Approval, Fortis Each of Buyer and Merger Sub has all requisite corporate power and authority to execute and deliver this Option Agreement and Agreement, to consummate the Merger and the other transactions contemplated hereby hereunder, and to perform its obligations hereunderhereunder and thereunder. The execution and delivery by Fortis Buyer and Merger Sub of this Option Agreement Agreement, and the consummation by Fortis Buyer and Merger Sub of the Merger and the other transactions contemplated hereby hereunder, have been duly authorized by all necessary corporate action on the part of FortisBuyer and Merger Sub, and no other proceedings on the part of Fortis Buyer or Merger Sub are necessary to authorize this Option Agreement or to consummate the Merger and the other transactions contemplated hereby hereunder other than (a) the Shareholder Approval, (b) the filing of the Certificate of Merger with the office of the Secretary of State of the State of Delaware, Delaware and (cb) the filing of a premerger notification and report form under the HSR Act, if necessary, and (d) such other material consents, approvals, orders, authorizations, registrations, declarations, filings and notices set forth on Section 5.5 of the Disclosure Schedule, if any. This Option Agreement has been duly executed and delivered by Fortis Buyer and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other Partiesparties hereto, constitutes a valid, legal valid and binding obligation of FortisBuyer and Merger Sub, Enforceable enforceable against FortisBuyer and Merger Sub in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and general principles of equity.

Power and Authority; Binding Agreement. Subject to obtaining Shareholder Approval, Fortis Xxxxxx has all requisite corporate power and authority to execute and deliver this Option Agreement and to consummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery by Fortis of this Option Agreement and the consummation by Fortis of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Fortis, and no other proceedings on the part of Fortis are necessary to authorize this Option Agreement or to consummate the Merger and the other transactions contemplated hereby other than (a) the Shareholder Approval, (b) the filing of the Certificate of Merger with the office of the Secretary of State of the State of Delaware, (c) the filing of a premerger notification and report form under the HSR Act, if necessary, and (d) such other material consents, approvals, orders, authorizations, registrations, declarations, filings and notices set forth on Section 5.5 of the Disclosure Schedule, if any. This Option Agreement has been duly executed and delivered by Fortis Xxxxxx and, assuming the due authorization, execution and delivery by the other Parties, constitutes a valid, legal and binding obligation of Fortis, Enforceable against Fortis.. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 129433662_24