Common use of Power; Enforceability Clause in Contracts

Power; Enforceability. Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) consummate the Merger 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 action on the part of each of Parent and Merger Sub and no additional 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 (iii) the consummation of the Merger 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 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 general principles of equity (whether considered in a proceeding at Law or in equity).

Power; Enforceability. Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) consummate the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and Merger Sub, respectively, has all requisite corporate power and authority, respectively, to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its covenants and obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by Parent and Merger Sub, respectively, of this Agreement and the other Transaction Documents to which it is a party, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby Transactions have been duly authorized and approved by all necessary corporate action on the part of each of Parent and Merger Sub Sub, respectively, and no additional actions corporate proceedings on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery by Parent and Merger Sub of this Agreement by each of Parent and Merger Sub; (ii) or the other Transaction Documents, the performance by each of Parent and or Merger Sub of its respective covenants and obligations hereunder; hereunder and thereunder or (iii) the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated herebyTransactions. This Agreement has been and each of the other Transaction Documents has been or will be duly executed and delivered by each of Parent and Merger Sub Sub, respectively, to the extent it is a party thereto, and, assuming the due authorization, execution and delivery of this Agreement and the other Transaction Documents 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 them in accordance with its terms, except as 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 by general principles of equity (whether considered in a proceeding at Law or in equity)equitable principles.

Power; Enforceability. Each of Parent and Merger Sub has the all requisite corporate power and corporate authority to (a) execute and deliver this Agreement; (b) the Transaction Agreements to which it is a party and to perform its covenants obligations thereunder and obligations hereunder; and (c) to consummate the Merger and Transactions (including the other transactions contemplated herebyMerger). 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 and Transactions (including the other transactions contemplated hereby Merger), have been duly authorized and approved by all necessary action on their respective Boards of Directors (and prior to the part Effective Time shall be adopted by Parent as the sole Stockholder of each of Parent and Merger Sub Sub) and no additional actions other corporate action on the part of Parent or Merger Sub are is necessary to authorize (i) the execution execution, delivery 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 the Transaction Agreements to which it is a party and obligations hereunder; or (iii) the consummation by it of the Merger and Transactions (including the other transactions contemplated herebyMerger). 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 as such to the extent that their enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, or similar Laws laws affecting or relating to the enforcement of creditors’ rights generally; generally and (B) is subject to by general principles of equity (whether considered in a proceeding at Law or in equity)equitable principles.

Power; Enforceability. Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement; (b) , to perform its covenants and obligations hereunder; hereunder and (c) to consummate the Merger and the other transactions contemplated herebyMerger. 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 actions proceedings 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 hereunder or, subject to the adoption of this Agreement (iiiimmediately following its execution) by Parent in its capacity as the sole stockholder of Merger Sub, the consummation of the Merger and the other transactions contemplated herebyMerger. 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 as that 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 (equity, regardless of whether considered in a proceeding in equity or at Law or in equity)law.

Power; Enforceability. Each of Parent and Merger Sub has the all requisite corporate power and corporate authority to (a) execute and deliver this Agreement; (b) the Transaction Agreements to which it is a party and to perform its covenants obligations thereunder and obligations hereunder; and (c) to consummate the Merger and Transactions (including the other transactions contemplated herebyMerger). 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 and Transactions (including the other transactions contemplated hereby Merger), have been duly authorized and approved by all necessary action on their respective Boards of Directors (and prior to the part Effective Time shall be adopted by Parent as the sole Stockholder of each of Parent and Merger Sub Sub) and no additional actions other corporate action on the part of Parent or Merger Sub are is necessary to authorize (i) the execution execution, delivery 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 the Transaction Agreements to which it is a party and obligations hereunder; or (iii) the consummation by it of the Merger and Transactions (including the other transactions contemplated herebyMerger). 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 as such to the extent that their enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, or similar Laws laws affecting or relating to the enforcement of creditors’ rights generally; generally and (B) is subject to by general principles of equity (whether considered in a proceeding at Law or in equity)equitable principles.

Power; Enforceability. Each of Parent and Merger Sub Subs has the all requisite corporate power and corporate authority to (a) execute and deliver this Agreement; (b) the Transaction Agreements to which it is a party and to perform its covenants obligations thereunder and obligations hereunder; and (c) to consummate the Merger Transactions (including the Mergers and the other transactions contemplated herebyissuance of the Total Merger Consideration). 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 Subs of its respective covenants and obligations hereunder the Transaction Agreements to which it is a party and the consummation by Parent and Merger Subs of the Merger Transactions (including the Mergers and the other transactions contemplated hereby issuance of the Total Merger Consideration), have been duly authorized and approved by all necessary action on their respective Boards of Directors (and prior to the part Effective Time shall be adopted by Parent as the sole Stockholder of each of Parent and Merger Sub I) and no additional actions other corporate action on the part of Parent or Merger Sub are Subs is necessary to authorize (i) the execution execution, delivery and delivery of this Agreement performance by each of Parent and Merger Sub; (ii) Subs of the performance by each of Parent Transaction Agreements to which it is a party and Merger Sub of its respective covenants and obligations hereunder; or (iii) the consummation by it of the Merger Transactions (including the Mergers and the other transactions contemplated herebyissuance of the Total Merger Consideration). This Agreement has been and, when delivered at the Closing, the other Transaction Agreements to which Parent or Merger Subs is a party shall be, duly executed and delivered by each of Parent and Merger Sub and, assuming the Subs. 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 Subs is a party shall, when delivered at the Closing, constitute, the legal, valid and binding obligation of each obligations of Parent and Merger SubSubs, enforceable against each of Parent and Merger Sub Subs in accordance with its their respective terms, except as such to the extent that their enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, or similar Laws laws affecting or relating to the enforcement of creditors’ rights generally; generally and (B) is subject to by general principles of equity (whether considered in a proceeding at Law or in equity)equitable principles.

Power; Enforceability. Each Parent has, or in the case of Parent Merger Sub, will have as of the date it executes and Merger Sub has delivers the Joinder (the “Joinder Date”), the requisite power and authority to (a) execute and deliver this Agreement and the Bermuda Merger Agreement; (b) perform its covenants and obligations hereunderhereunder and thereunder; and (c) consummate the Merger and the other transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the Bermuda Merger Agreement 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 and Transactions, in the other transactions contemplated hereby case of Parent, have been and, in the case of Merger Sub, will be duly authorized and approved by all necessary action on the part of each of Parent and Merger Sub and no additional actions on the part of Parent or Merger Sub are or will be, as applicable, necessary to authorize (i) the execution and delivery of this Agreement and the Bermuda Merger Agreement 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 hereunderhereunder and thereunder; or (iii) the execution and delivery of the Bermuda Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act, the consummation of the Merger and the other transactions contemplated herebyTransactions. 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 Parent, enforceable against Parent in accordance with its terms, except 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 general principles of Parent equity (whether considered in a proceeding at Law or in equity). Upon the execution and delivery of the Joinder, this Agreement shall, assuming the due authorization, execution and delivery of this Agreement by the Company, constitute a legal, valid and binding obligation of Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except 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 general principles of equity (whether considered in a proceeding at Law or in equity).

Power; Enforceability. Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement; (b) , to perform its covenants and obligations hereunder; hereunder and (c) to consummate the Merger and the other transactions contemplated herebyMerger. 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, Xxxx Intermediate Holding Corporation, a Delaware corporation and an indirect wholly owned Subsidiary of Parent and the sole stockholder of Merger Sub (the “Intermediate Holdco”), and Merger Sub and no additional actions proceedings on the part of Parent Parent, Intermediate Holdco 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 hereunder or, subject to the adoption of this Agreement (iiiimmediately following its execution) by Intermediate Holdco in its capacity as the sole stockholder of Merger Sub, the consummation of the Merger and the other transactions contemplated herebyMerger. 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 as 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 (equity, regardless of whether considered in a proceeding in equity or at Law or in equity)law.

Power; Enforceability. Each of Parent and Merger Sub has the all requisite corporate power and corporate authority to (a) execute and deliver this Agreement; (b) Agreement and the Related Agreements to which it is a party and to perform its covenants obligations thereunder and obligations hereunder; and (c) to consummate the Merger and the other transactions contemplated hereby. The execution hereby and thereby (including the Merger, the issuance sale and delivery of this Agreement by each the Parent Series C Stock and the issuance sale and delivery of the Parent Common Stock upon conversion of the Parent Series C Stock). The execution, delivery and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants this Agreement and obligations hereunder the Related Agreements to which it is a party and the consummation by Parent and Merger Sub of the Merger transaction contemplated hereunder and thereunder (including the Merger, the issuance sale and delivery of the Parent Series C Stock and the other transactions contemplated hereby issuance sale and delivery of the Parent Common Stock upon conversion of the Parent Series C Stock), have been duly authorized and approved by all necessary action on their respective boards of directors (and prior to the part First Effective Time shall be adopted by Parent as the sole stockholder of each of Parent and Merger Sub Sub) and no additional actions other corporate action on the part of Parent or Merger Sub are is necessary to authorize (i) the execution execution, delivery 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 this Agreement and obligations hereunder; or (iii) the Related Agreements to which it is a party and the consummation by it of the Merger transactions hereunder and thereunder (including the Merger, the issuance sale and delivery of the Parent Series C Stock and the other transactions contemplated herebyissuance sale and delivery of the Parent Common Stock upon conversion of the Parent Series C Stock). This Agreement has been and, when delivered at the Closing, the Related 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 Related 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 as such to the extent that their enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, or similar Laws laws affecting or relating to the enforcement of creditors’ rights generally; generally and (B) by general equitable principles. The share of Parent Series C Stock to be issued in connection with the Merger have been duly authorized by Parent and, when issued, sold and delivered in accordance with this Agreement, will be validly issued and outstanding, fully paid and nonassessable shares of Parent Series C Stock, as applicable, free and clear of all Liens other than Permitted Liens. The applicable number of shares of Parent Common Stock to be issued upon conversion of the shares of Parent Series C Stock have been duly reserved by Parent for issuance and, when so issued and delivered, will be duly authorized, validly issued and outstanding, fully paid and nonassessable shares of Parent Common Stock, free and clear of all Liens other than Permitted Liens and free of restrictions on transfer imposed by Parent other than restrictions on transfer under federal and state securities laws and under the Parent Investor Agreement. Other than as may be set forth in the Parent Investor Agreement, neither the issuance, sale nor deliver of the shares of Parent Series C Stock nor the issuance and delivery of the shares of Parent Common Stock to be issued upon the conversation of the shares of Parent Series C Stock is subject to general principles any preemptive rights of equity stockholders of Parent. Assuming the accuracy of the representations and warranties of the Company and the Company Equityholders (whether considered including in a proceeding at Law or the Investor Certification Form), the shares of Parent Series C Stock and any Parent Common Stock to be issued upon the conversion thereof will be issued in equity)compliance with all federal and state securities laws.

Power; Enforceability. Each of Parent and Merger Sub The Company has the requisite power and authority to (a) execute and deliver this Agreement and the Bermuda Merger Agreement; (b) perform its covenants and obligations hereunderhereunder and thereunder; and (c) subject to receiving the Requisite Shareholder Approval, consummate the Merger and the other transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the Bermuda Merger Agreement by each of Parent and Merger Subthe Company, the performance by each of Parent and Merger Sub the Company of its respective covenants and obligations hereunder and thereunder, and the consummation of the Merger and the other transactions contemplated hereby Transactions have been duly authorized and approved by all necessary action on the part of each of Parent and Merger Sub the Company and no additional actions on the part of Parent or Merger Sub the Company are necessary to authorize (i) the execution and delivery of this Agreement and the Bermuda Merger Agreement by each of Parent and Merger Subthe Company; (ii) the performance by each of Parent and Merger Sub the Company of its respective covenants and obligations hereunderhereunder and thereunder; or (iii) subject to the receipt of the Requisite Shareholder Approval, the execution and delivery of the Bermuda Merger Agreement and the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act, the consummation of the Merger and the other transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by the CompanyParent, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, except 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 general principles of equity (whether considered in a proceeding at Law or in equity).

Power; Enforceability. Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunderunder this Agreement; and (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 and the other transactions contemplated herebySub. 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 and the other transactions contemplated hereby each have been duly authorized and approved by all necessary action on the part of each of Parent and Merger Sub and no additional 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 hereunderunder this Agreement; or (iii) the consummation of 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 and the other transactions contemplated herebySub. 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 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 general principles of equity (whether considered in a proceeding at Law or in equity).

Power; Enforceability. Each of Parent and Merger Sub has the all requisite corporate power and authority to (a) execute and deliver this Agreement; (b) Agreement and the Transaction Agreements to which it is a party and to perform all of its covenants obligations thereunder and obligations hereunder; and (c) to consummate the Merger and Transactions (including the other transactions contemplated herebyMerger). 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 and Transactions (including the other transactions contemplated hereby Merger) have been duly authorized and approved by all necessary 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 actions 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 (i) 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 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 (iii) the consummation of the Merger and the other transactions contemplated hereby. This Transaction Agreements by the other Parties hereto and thereto, this Agreement has been duly constitutes and the other Transaction Agreements to which Parent or Merger Sub is a party shall, when executed and delivered by each of Parent and Merger Sub anddelivered, assuming constitute, 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 as such to the extent that their enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar Laws affecting or relating to the enforcement of creditors’ rights generally; generally and (B) is subject to by general principles of equity (whether considered in a proceeding at Law or in equity)equitable principles.

Power; Enforceability. Each of Parent and Merger Acquisition Sub has the requisite power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunderunder this Agreement; and (c) consummate the Merger and the other transactions contemplated herebyMerger. 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 hereby by this Agreement have each been duly authorized and approved by all necessary action on the part of each of Parent and Merger Acquisition Sub and no additional 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 hereunderunder this Agreement; or (iii) the consummation of the Merger and the other transactions contemplated herebyMerger. 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 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 general principles of equity (whether considered in a proceeding at Law or in equity).