Common use of Power; Enforceability Clause in Contracts

Power; Enforceability. Each of Parent and Merger Sub has the requisite power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and to consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub and no additional proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder or, subject to the adoption of this Agreement (immediately following its execution) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation of the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Power; Enforceability. Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder hereunder; and to (c) consummate the MergerMerger and the other transactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby have been duly authorized and approved by all necessary corporate action on the part of each of Parent and Merger Sub and no additional proceedings actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub, ; (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder or, subject to the adoption of this Agreement hereunder; or (immediately following its executioniii) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation of the MergerMerger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of equity (whether considered in a proceeding at Law or in equity or at lawequity).

Power; Enforceability. Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder under this Agreement; and to (c) consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder under this Agreement and the consummation of the Merger each have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub and no additional proceedings actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub, ; (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder or, subject to the adoption of under this Agreement Agreement; or (immediately following its executioniii) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation of the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Power; Enforceability. Each of Parent and Merger Sub has the requisite company, partnership or similar power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder hereunder; and to (c) consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and the consummation of the Merger have been duly authorized and approved by all necessary corporate action on the part of each of Parent and Merger Sub and no additional proceedings actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub, ; (ii) the performance by each of Parent and Merger Mxxxxx Sub of its respective covenants and obligations hereunder or, subject to the adoption of this Agreement hereunder; or (immediately following its executioniii) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation of the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Power; Enforceability. Each of Parent and Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement, Agreement and the Transaction Agreements to which it is a party and to perform all of its covenants and obligations hereunder thereunder and to consummate the Transactions (including the Merger). The execution execution, delivery and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder the Transaction Agreements to which it is a party and the consummation by Parent and Merger Sub of the Merger Transactions (including the Merger) have been duly authorized and approved by all necessary corporate action on their respective Boards of Directors (and prior to the part Effective Time shall be adopted by Parent as the sole shareholder of each of Parent and Merger Sub Sub) and no additional proceedings other action on the part of Parent or Merger Sub are or their stockholders is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of the Transaction Agreements to which either Parent or Merger Sub is a party and the consummation by it of the Transactions (including the Merger). This Agreement has been and, upon their execution, each of the other Transaction Agreements to which Parent or Merger Sub is a party shall be, duly executed and delivered by Parent and Merger Sub. Assuming due authorization, execution and delivery of this Agreement and the other Transaction Agreements by each of the other Parties hereto and thereto, this Agreement constitutes and the other Transaction Agreements to which Parent or Merger Sub is a party shall, when executed and Merger Subdelivered, constitute, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder or, subject to the adoption of this Agreement (immediately following its execution) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation of the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each obligations of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their respective terms, except to the extent that such their enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws Laws affecting or relating to the enforcement of creditors’ rights generally, generally and (b) is subject to the rules governing the availability of specific performance, injunctive relief or other by general equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawprinciples.

Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder hereunder; and to (c) consummate the MergerMerger and the other transactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby have been duly authorized and approved by all necessary corporate action on the part of each of Parent and Merger Sub and no additional proceedings actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub, ; (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder or, subject to the adoption of this Agreement hereunder; or (immediately following its executioniii) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation of the MergerMerger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Power; Enforceability. Each of Parent and Merger Sub has the requisite entity power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder hereunder; and to (c) consummate the MergerTransactions. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder hereunder, and the consummation of the Merger Transactions (including the Merger) have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub and no additional proceedings actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub, ; or (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder orand thereunder, subject including the consummation of the Transactions (including the Merger), subject, in each case, to obtaining the adoption written consent contemplated by the following sentence. Effective immediately following the execution and delivery of this Agreement (immediately following its execution) by Parent Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub (with a copy also sent to the consummation of Company) a written consent adopting this Agreement and approving the MergerMerger in accordance with the DGCL. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawEnforceability Limitations.

Power; Enforceability. Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement, Agreement and each Related Agreement to which it will be a party; (b) perform its covenants and obligations hereunder and to thereunder; (c) consummate the transactions contemplated hereunder and thereunder; and (d) consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger SubSub of this Agreement and each Related Agreement to which it will be a party, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and thereunder and the consummation of the Merger and the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub and no additional proceedings actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub, Sub of this Agreement and each Related Agreement to which it will be a party; (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder or, subject to and thereunder; (iii) the adoption consummation of this Agreement the transactions contemplated hereunder and thereunder and (immediately following its executioniv) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation of the Merger. This Agreement has been and each Related Agreement to which the Parent and Merger Sub will be a party will when delivered, be duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that such enforceability terms (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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawEnforceability Exceptions).

Power; Enforceability. Each of The Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement, Agreement and each other document to be entered into by the Parent in connection with the transactions contemplated hereby and thereby; (b) perform its covenants and obligations hereunder and to thereunder; and (c) consummate the MergerTransactions and the other transactions contemplated hereunder. The execution and delivery of this Agreement by each of Parent and Merger Subthe Parent, the performance by each of the Parent and Merger Sub of its respective covenants and obligations hereunder and the consummation of the Merger Transactions have been, and the execution and delivery of the other documents contemplated hereby and the consummation of the transactions contemplated hereby has been or shall be duly authorized by all necessary corporate action on the part of each of the Parent and Merger Sub and no additional proceedings entity actions on the part of the Parent or Merger Sub its shareholders are necessary to authorize (i) the execution and delivery of this Agreement or any other documents contemplated hereby by each of Parent and Merger Sub, the Parent; (ii) the performance by each of the Parent and Merger Sub of its respective covenants and obligations hereunder or, subject to the adoption of this Agreement hereunder; or (immediately following its executioniii) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation of the MergerTransactions and any other transactions contemplated hereby. This Agreement has and any other documents contemplated hereby have been duly executed and delivered by each of the Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes constitutes, and the other documents contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Subthe Parent, enforceable against each of the Parent and Merger Sub in accordance with its terms, except that as 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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawEnforceability Limitations.

Power; Enforceability. Each of Parent and Merger Sub has the all requisite corporate power and corporate authority to execute and deliver this Agreement, the Transaction Agreements to which it is a party and to perform its covenants and obligations hereunder thereunder and to consummate the Transactions (including the Merger). The execution execution, delivery and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder the Transaction Agreements to which it is a party and the consummation by Parent and Merger Sub of the Merger Transactions (including the Merger), have been duly authorized and approved by all necessary their respective Boards of Directors (and prior to the Effective Time shall be adopted by Parent as the sole Stockholder of Merger Sub) and no other corporate action on the part of each of Parent and Merger Sub and no additional proceedings on the part of Parent or Merger Sub are is necessary to authorize the execution execution, delivery and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants the Transaction Agreements to which it is a party and obligations hereunder or, subject to the adoption of this Agreement (immediately following its execution) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation by it of the Transactions (including the Merger). This Agreement has been and, when delivered at the Closing, the other Transaction Agreements to which Parent or Merger Sub is a party shall be, duly executed and delivered by each of Parent and Merger Sub and, assuming the Sub. Assuming due authorization, execution and delivery hereof by the Companyother parties hereto and thereto, this Agreement constitutes and the other Transaction Agreements to which Parent or Merger Sub is a party shall, when delivered at the Closing, constitute, the legal, valid and binding obligation of each obligations of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their respective terms, except to the extent that such their enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, or similar laws affecting or relating to the enforcement of creditors’ rights generally, generally and (b) is subject to the rules governing the availability of specific performance, injunctive relief or other by general equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawprinciples.

Power; Enforceability. Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder under this Agreement; and to (c) consummate the Merger, subject to, in the case of the consummation of the Merger, the adoption of this Agreement by Parent as the sole stockholder of Merger Sub. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder under this Agreement and the consummation of the Merger each have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub and no additional proceedings actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub, ; (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder orunder this Agreement; or (iii) the consummation of the Merger, subject to to, in the case of the consummation of the Merger, the adoption of this Agreement (immediately following its execution) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation of the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Power; Enforceability. Each of Parent and Merger Acquisition Sub has the requisite power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder under this Agreement; and to (c) consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Acquisition Sub, the performance by each of Parent and Merger Acquisition Sub of its respective covenants and obligations hereunder under this Agreement and the consummation of the Merger Merger, and each of the other transactions contemplated by this Agreement have each been duly authorized by all necessary corporate action on the part of each of Parent and Merger Acquisition Sub and no additional proceedings actions on the part of Parent or Merger Acquisition Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Acquisition Sub, ; (ii) the performance by each of Parent and Merger Acquisition Sub of its respective covenants and obligations hereunder or, subject to the adoption of under this Agreement Agreement; or (immediately following its executioniii) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation of the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Acquisition Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Acquisition Sub, enforceable against each of Parent and Merger Acquisition Sub 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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Power; Enforceability. Each of Parent and Merger Sub has the requisite company power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder hereunder; and to (c) consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and the consummation of the Merger have been duly authorized and approved by all necessary corporate action on the part of each of Parent and Merger Sub and no additional proceedings actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub, ; (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder or, subject to the adoption of this Agreement hereunder; or (immediately following its executioniii) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation of the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Power; Enforceability. Each of Parent and Merger Sub has the all requisite corporate power and corporate authority to execute and deliver this Agreement, the Transaction Agreements to which it is a party and to perform its covenants and obligations hereunder thereunder and to consummate the Transactions (including the Merger). The execution execution, delivery and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder the Transaction Agreements to which it is a party and the consummation by Parent and Merger Sub of the Merger Transactions (including the Merger), have been duly authorized and approved by all necessary their respective Boards of Directors (and prior to the Effective Time shall be adopted by Parent as the sole Stockholder of Merger Sub) and no other corporate action on the part of each of Parent and Merger Sub and no additional proceedings on the part of Parent or Merger Sub are is necessary to authorize the execution execution, delivery and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants the Transaction Agreements to which it is a party and obligations hereunder or, subject to the adoption of this Agreement (immediately following its execution) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation by it of the Transactions (including the Merger). This Agreement has been and, when delivered at the Closing, the other Transaction Agreements to which Parent or Merger Sub is a party shall be, duly executed and delivered by each of Parent and Merger Sub and, assuming the Sub. Assuming due authorization, execution and delivery hereof and thereof by the Companyother parties hereto and thereto, this Agreement constitutes and the other Transaction Agreements to which Parent or Merger Sub is a party shall, when delivered at the Closing, constitute, the legal, valid and binding obligation of each obligations of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their respective terms, except to the extent that such their enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, or similar laws affecting or relating to the enforcement of creditors’ rights generally, generally and (b) is subject to the rules governing the availability of specific performance, injunctive relief or other by general equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at lawprinciples.

Power; Enforceability. Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement, Agreement and the Ancillary Agreements to which it is a party; (b) perform its covenants and obligations hereunder under this Agreement and each Ancillary Agreement to which it is a party; and (c) consummate the MergerTransactions. The execution and delivery of this Agreement and the Ancillary Agreements by each of Parent and Merger Sub, as applicable, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and thereunder, and the consummation of the Merger Transactions, have been duly authorized and approved by all necessary corporate action on the part of each of Parent and Merger Sub and no additional proceedings actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement and the Ancillary Agreements by each of Parent and Merger Sub, as applicable; (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder or, subject and thereunder; or (iii) the execution and filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the adoption of this Agreement (immediately following its execution) by Parent in its capacity as the sole stockholder of Merger SubDGCL, or the consummation of the MergerTransactions. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of equity (whether considered in a proceeding at Law or in equity or at lawequity).

Power; Enforceability. Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder hereunder; and to (c) consummate the MergerTransactions. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and the consummation of the Merger Transactions have been duly authorized and approved by all necessary corporate action on the part of each of Parent and Merger Sub and no additional proceedings actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub, ; (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder or, subject to the adoption of this Agreement hereunder; or (immediately following its executioniii) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation of the MergerTransactions. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of equity (whether considered in a proceeding at Law or in equity or at lawequity).

Power; Enforceability. Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement, to ; (b) perform its covenants and obligations hereunder under this Agreement; and to (c) consummate the Offer and the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder under this Agreement and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub and no additional proceedings actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub, ; (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder or, subject to the adoption of under this Agreement Agreement; or (immediately following its executioniii) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation of the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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 the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.