Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the Transactions will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) that, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and, subject and to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of consummate the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a legal, valid and binding obligation of each of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against each of Parent and Merger Sub in accordance with its terms, subject in each case to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the performance or consummation by Parent or Merger Sub of the Transactions nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict with any provisions of, or result in the loss provision of any material benefit under applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any consent or other action by any Person under, constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any Authorization affecting, or give rise to a right relating in any way to, the assets or business of purchase Parent and its Subsidiaries or (including pursuant to any right of first refusal or the likeiv) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation or imposition of any Lien upon on any asset of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or its Subsidiaries, except as would not, in the case of each of clauses (ii), (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (iiv), (ii) or (iii) thatreasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consentThe execution, approval, order delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or authorization in respect of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the TransactionsAuthority, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with of the appropriate authorities State of other states in which the Company is qualified as a foreign corporation to transact businessDelaware, (ii) compliance with and filings pursuant to the HSR Act and any applicable foreign Antitrust Laws, if any, (iii) the filing compliance with the SEC any applicable requirements of the Offer Documents and such reports under Sections 13 or 16 of Securities Act, the Exchange Act, as may be required in connection with this Agreement Act and the Transactionsany other United States state or federal securities Laws, (iv) compliance with the any NASDAQ rules of Nasdaq, and (v) compliance with actions or filings the "blue sky" laws failure of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations which to make or filings, the lack of which, individually or in the aggregate, obtain has not had and would not reasonably be likely expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement and by Parent as the sole stockholder shareholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, assuming due and valid authorization, execution and delivery thereof by the Company, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such boardadopted, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the OfferPlan of Merger, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the Transactions will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation incorporation, bylaws or bylaws other charter documents of Parent or Merger Sub, ; (ii) result in a modification, violation or breach of of, increased or accelerated liability or obligations under or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound bound; or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings Consents referred to in Section 4.3(d3.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) thatthat have not had and that would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order Consent with or authorization of, or registration, declaration or filing with, of any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub or any other Subsidiary of Parent in connection with Parent's ’s or Merger Sub's ’s execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate Articles of Merger with the Delaware Secretary of State of the State of Minnesota and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, ; (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, Act as may be required in connection with this Agreement and the Transactions, ; (iviii) compliance with the rules of Nasdaq, NASDAQ; (iv) such Consents as may be required under the HSR Act and under the Other Antitrust Laws set forth in Section 6.1(c) of the Company Disclosure Letter; (v) compliance with the "such Consents as may be required under any applicable foreign or state securities, “blue sky" laws of various states, ” or takeover law; and (vi) such consents, approvals, orders, authorizations, registrations, declarations other Consents which if not obtained or filings, the lack of whichmade would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be likely to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the Transactions will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) that, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely to have a Parent Material Adverse Effect.

Authorization; No Conflict. 2.1 Each of the Wynn Obligors and the Company has taken all necessary corporate or limited liability company action, as the case may be, to authorize the execution, delivery and performance of the Transaction Documents to which it is a party. Neither the execution, delivery or performance of each Transaction Document to which it is a party nor the consummation of the transactions contemplated thereby: (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder each Wynn Obligor and the consummation by Parent and Merger Sub of Company does or will contravene the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject formation or constitutional documents or any other material Legal Requirement then applicable to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings or binding on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.such Obligor; or (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded does or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the Transactions will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, contravene or result in the loss of any material benefit under breach or constitute a any default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in require the creation or imposition of any Lien upon any of the properties Properties of any Wynn Obligor or assets owned the Company or operated by Parent or Merger Sub under any of the terms, conditions security or provisions of any material Contract agreement or instrument to which Parent any Wynn Obligor or Merger Sub the Company is a party or by which Parent or Merger Sub it or any of their its respective properties or assets may be bound bound, except for Permitted Liens or (iii) subject to obtaining or making the consentsas could not, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) that, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies . 2.2 Save in respect of the certificate of incorporation and bylaws of Merger Sub that have been provided authorisation by the Macau SAR required to be given in accordance with the Land Concession Consent Agreement in relation to the Company are complete Land Security Assignment and correct copies the notice required to be given to the Macau SAR in relation to the Assignment of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consentRights, approval, order no consent or authorization of, or registration, declaration or filing with, notice to or other act by or in respect of, any Governmental Authority or any Person is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance borrowings under the Senior Finance Documents or with the rules execution, delivery, performance, validity or enforceability of Nasdaqany of the Transaction Documents, (v) compliance with the "blue sky" laws of various states, and (vi) such except consents, approvalsauthorisations, ordersfilings, authorizationsregistrations and notices described in Schedule 2 (Conditions Precedent) and Schedule 12 (Permits) (which consents, authorisations, registrations, declarations filings and notices have, unless otherwise indicated on such schedule, been obtained or filingsmade and are in full force and effect) or, the lack of which, individually or in the aggregatecase of any Transaction Documents entered into after the date of the Initial Advance under the Term Loan Facilities, has not had as have been obtained or made and would not reasonably are in full force and effect at the time this representation is deemed to be likely to have a Parent Material Adverse Effectmade.

Authorization; No Conflict. (a) Each The execution, delivery and performance by each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution (and delivery of this Agreement, with respect to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger SubParent, the performance by Parent and Merger Sub of their respective obligations hereunder CVR Agreement) and the consummation by each of Parent and Merger Sub of the Merger and the other Transactions have been duly authorized by are within the respective Boards of Directors corporate or similar powers of Parent and Merger Sub, as applicable, and, subject to the adoption completion of this Agreement the actions contemplated by Section 5.14, have been duly authorized by all necessary corporate or similar action on the part of each of Parent as the sole stockholder of and Merger Sub, which shall occur immediately after the execution Sub and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution execution, delivery and delivery performance of this Agreement, Agreement or to consummate the performance by Merger and the other Transactions. Each of Parent and Merger M▇▇▇▇▇ Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered this Agreement (and with respect to Parent, the CVR Agreement) and, assuming due authorization, execution and delivery by Parent and Merger Sub and the Company, this Agreement constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its terms, terms (subject to the Bankruptcy applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionother laws affecting creditors’ rights generally and general principles of equity). (b) The respective Board execution, delivery and performance by M▇▇▇▇▇ Sub and Parent of Directors of each of Parent this Agreement (and with respect to Parent, the CVR Agreement) and the consummation by Merger Sub has, by resolutions duly adopted by the requisite vote and Parent of the directors present at Transactions require no Consent of any Governmental Authority, other than (i) the filing of a meeting certificate of each such boardmerger with respect to the Merger with the Delaware Secretary of State, and not subsequently rescinded or modified (ii) compliance with any applicable requirements set forth on Section 4.2 of the Parent Disclosure Schedules, (iii) the filing of any reports under the Exchange Act as may be required in any way, approved and declared the advisability of connection with this Agreement, the OfferMerger, and the other Transactions including pursuant to Schedule 13D, (iv) compliance with applicable state securities or “blue sky” Laws and the securities Laws of any foreign country or any applicable rules of Nasdaq, and (v) any additional Consents with any other Governmental Authority, except, in the case of clause (v), those that the failure of which to make or obtain, individually or in the aggregate, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Merger and the other Transactions. (c) Neither the execution The execution, delivery and delivery performance by M▇▇▇▇▇ Sub and Parent of this Agreement by Parent or Merger Sub nor (and with respect to Parent, the performance or CVR Agreement) and the consummation by Parent or Merger Sub of the Transactions Transactions, including the Merger, do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other constituent documents of Merger Sub and Parent, (ii) assuming compliance with the matters referred to in Section 4.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the certificate or articles of incorporation or bylaws of Parent or Merger Submatters referred to in Section 4.2(b), (ii) result in a violation or any breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in Parent or Merger Sub’s loss of any benefit or the terminationimposition of any additional payment or other liability under, cancellation ofor alter the rights or obligations of any third party under, or give rise to a right of purchase (including pursuant to any right third party any rights of first refusal termination, amendment, acceleration, or the like) cancellation, or require any Consent under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party party, or by which (iv) result in the creation or imposition of any Lien on any asset of Parent or Merger Sub or any Sub, except, in the case of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any each of their respective properties or assets other than any such event or events described in items (i), clauses (ii) through (iv), for any such contravention, conflict, violation, breach, default, loss, payment, liability, alteration, right, Consent requirement, Lien or (iii) other occurrence that, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in material adverse effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution and delivery of this Agreement or ’s ability to consummate the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the other Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub Buyer has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger SubBuyer, the performance by Parent and Merger Sub Buyer of their respective its obligations hereunder and the consummation by Parent and Merger Sub Buyer of the Transactions transactions contemplated hereby have been duly authorized by the respective Boards Board of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no Buyer. No other corporate proceedings on the part of Parent Buyer or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) the Buyer Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub Buyer of their respective its obligations hereunder and the consummation by Parent and Merger Sub Buyer of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent Buyer, and Merger Sub assuming the due authorization, execution and delivery by the Seller, constitutes a valid and binding obligation of each of Parent and Merger SubBuyer, enforceable against each of Parent and Merger Sub in accordance with its terms, subject except to the Bankruptcy and Equity Exceptionextent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other laws affecting the enforcement of creditors’ rights generally or by general equitable principles. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub Buyer, nor the performance or consummation by Parent or Merger Sub Buyer of the Transactions transactions contemplated hereby nor compliance by Buyer with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation incorporation, bylaws or bylaws other organizational documents of Parent Buyer or Merger Subany of the Buyer Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination termination, conversion (with respect to any security) or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent Buyer or Merger Sub any of the Buyer Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or any Buyer Subsidiary under any of the terms, conditions or provisions of any material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent Buyer or Merger Sub any of the Buyer Subsidiaries is a party or by which Parent Buyer or Merger Sub any of the Buyer Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(dparagraph (c) below, violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Parent Buyer or Merger Sub any of the Buyer Subsidiaries or any of their respective properties or assets other than any such event or events described in items (i), clauses (ii) or (iii) thatwhich, individually or in the aggregate, have has not had and would not reasonably be likely expected to have or result in a Parent Buyer Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority governmental or regulatory authority is necessary to be obtained or made by Parent, Buyer or any Parent Buyer Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution Buyer’s execution, delivery and delivery performance of this Agreement or the consummation by Parent or Merger Sub Buyer of the Transactionstransactions contemplated hereby, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (ivii) compliance with the rules of Nasdaq, (v) compliance with the "“blue sky" ” laws of various states, and (vi) except where the failure to obtain or take such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichaction, individually or in the aggregate, has not had and would not reasonably be likely expected to have or result in a Parent Buyer Material Adverse Effect.

Authorization; No Conflict. (a) Each Assuming the accuracy of Section 4.26, each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by the respective Boards of Directors Board of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent acting in its capacity as the sole stockholder member of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no . No other corporate proceedings on the part of Parent or Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock of Parentstock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactionstransactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to the Bankruptcy and Equity Exceptionor affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the Transactions transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws organizational documents of Parent or Merger Subany of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or Merger Sub any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or Merger Sub any of the Parent Subsidiaries is a party or by which Parent or Merger Sub any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below5.3(c), violate any Judgment judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or Merger Sub any of the Parent Subsidiaries or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) that, individually or in the aggregate, have which does not had and would not reasonably be likely to have constitute a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consentExcept for filings, approvalpermits, order authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or authorization competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, or registration, declaration or filing with, any Governmental Authority Entity is necessary to be obtained or made for the execution and delivery by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactionstransactions contemplated hereby, except for (i) where the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation failure to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and obtain such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orderspermits, authorizations, registrations, declarations consents or filings, the lack of which, individually approvals or in the aggregate, has to make such filings or give such notices does not had and would not reasonably be likely to have constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parentstock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, Sub or (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(dparagraph (d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), ) or (ii) or (iii) thatwhich, individually or in the aggregate, have has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution ’s execution, delivery and delivery performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact businessMerger, (ii) compliance with the HSR Act and any applicable the foreign Antitrust Lawscompetition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of NasdaqNasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the "“blue sky" ” laws of various states, and (vivii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by by, respectively, the respective Boards of Directors Supervisory Board and Management Board of Parent and Merger Sub, and, subject to the adoption Board of this Agreement by Parent as the sole stockholder Directors of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parentstock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors’ rights generally and Equity Exceptionequitable principles of general applicability. (b) The respective Board None of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent, Merger Sub or any other subsidiary of Parent or Merger Sub(such other subsidiaries, the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Parent, Merger Sub or any of the Parent Subsidiaries under any of the terms, conditions or provisions of any material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or Merger Sub any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizationsAuthorizations, registrations, declarations and filings referred to in Section 4.3(dparagraph (c) below, violate any Judgment or Law applicable to Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) thatwhich, individually or in the aggregate, have has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, Consent with any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution ’s execution, delivery and delivery performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact businessMerger, (ii) compliance with the HSR Act and any other applicable foreign Antitrust Laws, competition or antitrust Laws (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, and (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, Consents the lack of which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after promptly following the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the Transactions will (i) result in a violation or breach of or conflict with the certificate of incorporation, bylaws or articles of incorporation or bylaws other charter documents of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) that, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's ’s execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with and filings pursuant to the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of NasdaqThe NASDAQ Stock Market LLC, (v) compliance with the "“blue sky" ” laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and, subject and to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of consummate the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a legal, valid and binding obligation of each of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against each of Parent and Merger Sub in accordance with its their respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the performance or consummation by Parent or Merger Sub of the Transactions nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict with any provisions of, or result in the loss provision of any material benefit under applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any consent or other action by any Person under, constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancelation, acceleration or give rise to a right other change of purchase (including pursuant to any right of first refusal or obligation or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation loss of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract benefit to which Parent or Merger Sub is a party or by which entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of their respective properties or assets may be bound Parent and its Subsidiaries or (iiiiv) subject to obtaining result in the creation or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate imposition of any Judgment or Law applicable to Lien on any asset of Parent or Merger Sub or any of their respective properties or assets other than any its Subsidiaries, with only such event or events described exceptions, in items (i), the case of each of clauses (ii) or through (iii) thativ), as would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consentThe execution, approval, order delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or authorization in respect of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the TransactionsAuthority, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with of the appropriate authorities State of other states in which the Company is qualified as a foreign corporation to transact businessDelaware, (ii) compliance with the HSR Act and any applicable foreign filings pursuant to Antitrust Laws, if any, (iii) the filing compliance with the SEC any applicable requirements of the Offer Documents and such reports under Sections 13 or 16 of Securities Act, the Exchange Act, as may be required in connection with this Agreement Act and the Transactionsany other United States state or federal or Japanese securities Laws, (iv) compliance with the any NASDAQ or Tokyo Stock Exchange rules of Nasdaq, and (v) compliance with actions or filings the "blue sky" laws failure of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations which to make or filings, the lack of which, individually or in the aggregate, obtain has not had and would not reasonably be likely expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and, subject and to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of consummate the Transactions. This Agreement has been duly executed and delivered by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof 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, subject in each case to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote None of the directors present at a meeting of each such boardexecution, and not subsequently rescinded delivery or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery performance of this Agreement by Parent or Merger Sub nor Sub, the performance or consummation by Parent or Merger Sub of the Transactions Transactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Parent or Merger Sub, ; (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict with any provisions of, or result in the loss provision of any material benefit under applicable Law; (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or give rise to a right other change of purchase (including pursuant to any right of first refusal or obligation or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation loss of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract benefit to which Parent or Merger Sub is a party or by which entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of their respective properties or assets may be bound Parent and its Subsidiaries or (iiiiv) subject to obtaining result in the creation or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate imposition of any Judgment or Law applicable to Lien on any asset of Parent or Merger Sub or any of their respective properties or assets other than any its Subsidiaries, with only such event or events described exceptions, in items (i), the case of each of clauses (ii) or through (iii) thativ), as would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consentThe execution, approval, order delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or authorization in respect of, or registration, declaration filing by or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the TransactionsAuthority, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with of the appropriate authorities State of other states in which the Company is qualified as a foreign corporation to transact business, Delaware; (ii) compliance with and filings pursuant to Antitrust Laws, if any; (iii) compliance with any applicable requirements of the HSR Securities Act, the Exchange Act and any applicable foreign Antitrust other United States state or federal securities Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, ; (iv) compliance with the any Nasdaq rules of Nasdaq, and (v) compliance with actions or filings the "blue sky" laws failure of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations which to make or filings, the lack of which, individually or in the aggregate, obtain has not had and would not reasonably be likely expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub Acquiror has the full legal right and all requisite corporate or limited liability company power and authority to enter into execute and deliver this Agreement and, subject each of the Transaction Documents to which it is a party and to perform the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereundertransactions contemplated thereby. The execution and delivery of this Agreement by Parent and Merger Sub, Acquiror of the performance by Parent and Merger Sub of their respective obligations hereunder Transaction Documents to which it is a party and the consummation by Parent and Merger Sub of the Transactions transactions contemplated thereby have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other all necessary corporate proceedings or limited liability company action on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the TransactionsAcquiror. This Agreement has been duly and validly executed and delivered by both Parent and Merger Sub Acquiror and, assuming the due execution and delivery by other Parties, constitutes a valid and binding obligation of each of Parent and Merger SubAcquiror, enforceable against each of Parent and Merger Sub them in accordance with its terms. Each of the other Transaction Documents has been duly and validly executed and delivered by Parent or Acquiror or, subject to the Bankruptcy when so executed and Equity Exceptiondelivered, will be duly and validly executed and delivered by such Party, enforceable against such Party in accordance with its terms. (b) The respective Board execution, delivery and performance of Directors of each of the Transaction Documents by Parent and Merger Sub hasAcquiror, by resolutions duly adopted by and the requisite vote consummation of the directors present at a meeting of each such boardtransactions contemplated thereby, do not and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the Transactions will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event whichnot, with notice or without notice, lapse of time or both, would constitute a default: (i) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, conflict with or result in a right of termination breach or acceleration under, or result in the creation violation of any Lien upon Charter Documents or any resolution of the properties Governing Body or assets owned stockholders or operated by members (or comparable Persons) of Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), Acquiror; (ii) or (iii) thatother than approval of appropriate listing applications by Nasdaq Capital Market, individually or in the aggregaterequire any consent, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consentwaiver, approval, order declaration or authorization of, or registration, declaration notice to or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, Person; (iii) materially conflict with, result in a material default, material modification or termination under, give any Person a right of termination, cancellation, acceleration, suspension or revocation under, result in the filing with loss of a material benefit or the SEC imposition of the Offer Documents and such reports under Sections 13 any material obligation under, or 16 of the Exchange Actrequire any material consent, as may be required in connection with this Agreement and the Transactionswaiver, approval, notice, filing, declaration or authorization under, any Contract or Permit to which Parent or Acquiror is party or otherwise bound, or (iv) compliance with the rules of Nasdaqviolate any Law to which Parent or Acquiror or its properties, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations rights or filings, the lack of which, individually assets are subject or in the aggregate, has not had and would not reasonably be likely to have a Parent Material Adverse Effectbound.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to following the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreementprior to Closing, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the Transactions will (i) result in a violation or breach of or conflict with the certificate of incorporation, bylaws or articles of incorporation or bylaws other charter documents of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) that, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of NasdaqThe NASDAQ Stock Market LLC, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parentstock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionequitable principles of general applicability. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such boardboard duly called and held on November 8, 2016, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent, Merger Sub or any subsidiary of Parent or other than Merger SubSub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right or obligation of first refusal or the like) payment under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Parent, Merger Sub or any of the Parent Subsidiaries under any of the terms, conditions or provisions of any material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or Merger Sub any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(dparagraph (d) below, violate any Judgment or Law applicable to Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) thatwhich, individually or in the aggregate, have has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution ’s execution, delivery and delivery performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the pre-merger notification requirements under the HSR Act, and any other applicable Antitrust Laws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Schedule 14D-9 with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under the Exchange Act as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaqtransactions contemplated hereby, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filingsdeclarations, notices and filings as may be required under applicable state securities laws, the lack rules and regulations of NASDAQ, and (vi) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, individually if not obtained or in the aggregatemade, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards boards of Directors directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parentstock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionequitable principles of general applicability. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the Transactions nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws or other similar organizational documents of Parent, Merger Sub or any subsidiary of Parent or other than Merger SubSub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, of or result in the loss of any material benefit under under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Parent, Merger Sub or any of the Parent Subsidiaries, under any of the terms, conditions or provisions of any material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or Merger Sub any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(dparagraph (c) below, violate any Judgment or Law applicable to Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) thatwhich, individually or in the aggregate, have has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution ’s execution, delivery and delivery performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact businessMerger, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (viiii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder shareholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the Transactions will (i) result in a violation or breach of or conflict with the certificate of incorporation, bylaws or articles of incorporation or bylaws other charter documents of Parent or Merger SubSub or their respective Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub or their respective Subsidiaries under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub or their respective Subsidiaries is a party or by which Parent or Merger Sub or their respective Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or their respective Subsidiaries or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) that, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's ’s execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary Department of Treasury of the State of New Jersey and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of NasdaqThe NASDAQ Stock Market LLC, (v) compliance with the "“blue sky" ” laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and, subject and to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of consummate the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a legal, valid and binding obligation of each of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against each of Parent and Merger Sub in accordance with its their respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the performance or consummation by Parent or Merger Sub of the Transactions nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict with any provisions of, or result in the loss provision of any material benefit under applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any consent or other action by any Person under, constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancelation, acceleration or give rise to a right other change of purchase (including pursuant to any right of first refusal or obligation or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation loss of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract benefit to which Parent or Merger Sub is a party or by which entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of their respective properties or assets may be bound Parent and its Subsidiaries or (iiiiv) subject to obtaining result in the creation or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate imposition of any Judgment or Law applicable to Lien on any asset of Parent or Merger Sub or any of their respective properties or assets other than any its Subsidiaries, with only such event or events described exceptions, in items (i), the case of each of clauses (ii) or through (iii) thativ), as would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consentThe execution, approval, order delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or authorization in respect of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the TransactionsAuthority, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with of the appropriate authorities State of other states in which the Company is qualified as a foreign corporation to transact businessDelaware, (ii) compliance with the HSR Act and any applicable foreign filings pursuant to Antitrust Laws, if any, (iii) the filing compliance with the SEC any applicable requirements of the Offer Documents and such reports under Sections 13 or 16 of Securities Act, the Exchange Act, as may be required in connection with this Agreement Act and the Transactionsany other United States state or federal securities Laws, (iv) compliance with the any NASDAQ rules of Nasdaq, and (v) compliance with actions or filings the "blue sky" laws failure of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations which to make or filings, the lack of which, individually or in the aggregate, obtain has not had and would not reasonably be likely expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have Merger has been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactionstransactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The respective Board Boards of Directors of each of Parent and Merger Sub hashave, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger Agreement and the other TransactionsMerger. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the Transactions transactions contemplated hereby, including the Merger, will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d3.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) that, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Subsidiary of Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's ’s execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactionstransactions contemplated hereby, including the Merger, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust LawsAct, (iii) compliance with the Exchange Act (including the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act) and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the TransactionsMerger, (iv) compliance with the rules of Nasdaqthe NYSE, (v) compliance with the "“blue sky" laws ” Laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and, subject and to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of consummate the Transactions. This Agreement has been duly executed and delivered by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof 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, subject in each case to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote None of the directors present at a meeting of each such boardexecution, and not subsequently rescinded delivery or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery performance of this Agreement by Parent or Merger Sub nor Sub, the performance or consummation by Parent or Merger Sub of the Transactions Transactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Parent or Merger Sub, ; (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict with any provisions of, or result in the loss provision of any material benefit under applicable Law; (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or give rise to a right other change of purchase (including pursuant to any right of first refusal or obligation or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation loss of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract benefit to which Parent or Merger Sub is a party or by which entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of their respective properties or assets may be bound Parent and its Subsidiaries or (iiiiv) subject to obtaining result in the creation or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate imposition of any Judgment or Law applicable to Lien on any asset of Parent or Merger Sub or any of their respective properties or assets other than any its Subsidiaries, with ​ ​ only such event or events described exceptions, in items (i), the case of each of clauses (ii) or through (iii) thativ), as would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consentThe execution, approval, order delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or authorization in respect of, or registration, declaration filing by or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the TransactionsAuthority, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with of the appropriate authorities State of other states in which the Company is qualified as a foreign corporation to transact business, Delaware; (ii) compliance with any applicable requirements of the HSR Securities Act, the Exchange Act and any applicable foreign Antitrust other United States state or federal securities Laws, ; and (iii) actions or filings the filing with the SEC failure of the Offer Documents and such reports under Sections 13 which to make or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, obtain has not had and would not reasonably be likely expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent by, respectively, all necessary corporate action, and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parentstock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionequitable principles of general applicability. (b) The respective Board None of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation incorporation, bylaws or bylaws similar organizational documents of Parent, Merger Sub or any other Subsidiary of Parent or Merger Sub(such other subsidiaries, the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Parent, Merger Sub or any of the Parent Subsidiaries, or a loss of any rights with respect to any such property or assets, under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust or Contract to which Parent or Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or Merger Sub any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(dparagraph (c) below, violate any Judgment or Law applicable to Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets assets, other than any such event or events described in items (i), (ii) or (iii) thatwhich, individually or in the aggregate, have has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution ’s execution, delivery and delivery performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger compliance with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact businessDGCL, (ii) compliance with the HSR Exchange Act and any applicable foreign Antitrust Lawsthe rules and regulations promulgated thereunder, (iii) including the filing with the SEC of the Offer Documents Documents, the Schedule 13E-3 and such reports under Sections 13 13, 14 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (viiii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards boards of Directors directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no . No other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parentstock) are necessary to authorize the execution and delivery of this AgreementAgreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionsubject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) The respective Board board of Directors directors of each of Parent and Merger Sub has, by resolutions duly adopted by unanimous written consent on or prior to the requisite vote of the directors present at a meeting of each such boarddate hereof, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the performance by Parent or Merger Sub of their respective obligations hereunder or the consummation by Parent or Merger Sub of the Transactions will (i) result in a violation or breach of or conflict with any provision of the certificate or articles of incorporation or bylaws of Parent, Merger Sub or any other Subsidiary of Parent or Merger Sub(the “Parent Subsidiaries”), (ii) require any consent or other action by any other Person not received or taken prior to the Closing under, result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Parent, Merger Sub or any of the Parent Subsidiaries under any of the terms, conditions or provisions of any material Contract note, bond, mortgage, indenture, deed of trust, license, Contract, Lease, agreement or other instrument or obligation of any kind to which Parent or Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(dparagraph (d) below, violate any Judgment Order or Law applicable to Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) thatwhich, individually or in the aggregate, have has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, Merger Sub or any other Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution ’s execution, delivery and delivery performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact businessMerger, (ii) compliance with and filings pursuant to the HSR Act and any applicable foreign Antitrust Laws, antitrust or competition Laws and (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of Proxy Statement in accordance with the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement and the Voting Agreement by Parent and Merger SubSub (to the extent a party), the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no . No other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement and the Voting Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the Transactions, except for the approval of the Merger by Parent as the owner of all the outstanding capital stock of Merger Sub. This Each of this Agreement and the Voting Agreement has been duly and validly executed and delivered by Parent and Merger Sub (to the extent a party) and, assuming the due authorization, execution and constitutes delivery by the Company (to the extent a party) and the other parties thereto, constitute 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, subject in each case to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement and the Voting Agreement by Parent or Merger Sub (to the extent a party), nor the performance or consummation by Parent or Merger Sub of the Transactions nor compliance by Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws by-laws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iiiii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(dparagraph (c) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), this clause (ii) or (iii) thatwhich, individually or in the aggregate, have has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution ’s (to the extent a party) execution, delivery and delivery performance of this Agreement and the Voting Agreement, or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact businessMerger, (ii) compliance with the HSR Act and any applicable foreign Antitrust LawsAct, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of NasdaqNasdaq and the NYSE, (v) compliance with the "“blue sky" ” laws of various states, and (vi) completing any notice required under the FDCA or similar Laws of jurisdictions other than the United States, and (vii) any such consentsconsent, approvalsapproval, ordersorder, authorizationsauthorization, registrationsregistration, declarations declaration or filingsfiling, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by the respective Boards of Directors of each of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject except to the Bankruptcy and Equity Exceptionextent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other laws affecting the enforcement of creditors’ rights generally or by general equitable principles. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the performance or consummation by Parent or Merger Sub of the Transactions transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or Merger Sub under any of the terms, conditions or provisions of, any Contract of any material Contract kind to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(dparagraph (c) below, violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Parent or Merger Sub any of its Subsidiaries or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) thatwhich, individually or in the aggregate, have has not had and would not reasonably be likely expected to have or result in a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No Other than in connection with or in compliance with the provisions of (i) the DGCL, (ii) the Exchange Act, (iii) the HSR Act and (iv) competition approvals in foreign countries, if applicable, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or Person is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution ’s execution, delivery and delivery performance of this Agreement or the consummation by Parent or Merger Sub of the Transactionstransactions contemplated hereby, except for (i) where the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation failure to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and obtain or take such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichaction, individually or in the aggregate, has not had and would not reasonably be likely expected to have or result in a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of This Agreement and other Transaction Documents to which the Parent and Merger Sub has is a party (the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by “Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions Closing Documents”) have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject or will be prior to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been Closing duly executed and delivered by the Parent and Merger Sub and constitutes a valid constitute the legal, valid, and binding obligation obligations of each of Parent and Merger Subthe Parent, as the case may be, enforceable against each of the Parent and Merger Sub in accordance with its their respective terms, subject in each case except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The Parent has all requisite power, authority and capacity to execute and deliver this Agreement and the Bankruptcy Parent Closing Documents and Equity Exceptionto perform its obligations under this Agreement and the Parent Closing Documents. (b) The respective Board of Directors of each of Parent and Merger Sub hasExcept as set forth in Schedule 6.2, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither neither the execution and delivery of this Agreement by and the Parent or Merger Sub Closing Documents nor the consummation or performance or consummation by Parent or Merger Sub of any of the Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of the Parent or (B) any resolution or other action taken by the members or the managers of the Parent; (ii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge, any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Parent or any of the assets owned or used by the Parent, may be subject; or (iii) contravene, conflict with or result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation provision of, or give rise any Person the right to declare a right of purchase (including pursuant to default or exercise any right of first refusal or the like) remedy under, or to accelerate the maturity or performance required byof, or result in a right of termination to cancel, terminate or acceleration undermodify, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which the Parent or Merger Sub is a party or by which the Parent or Merger Sub or any of their respective properties or assets may be bound or bound; except in the case of each of clauses (ii) and (iii) subject to obtaining above, for such contraventions, conflicts, violations or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) thatbreaches which, individually or and in the aggregate, have not had and would could not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect Effect on the date of this AgreementParent. (dc) No consentExcept as set forth in Schedule 6.2, approvalthe Parent is not, order nor will be, required to give any notice to or authorization of, or registration, declaration or filing with, obtain any Governmental Authority is necessary to be obtained or made by Parent, Consent from any Parent Subsidiary or Merger Sub Person in connection with Parent's or Merger Sub's the execution and delivery of this Agreement or the consummation by Parent or Merger Sub performance of any of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parentstock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and assuming the due authorization, execution and delivery by 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, subject to the Bankruptcy and Equity Exception. (b) The respective Board board of Directors directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations declarations, notifications and filings referred to in Section 4.3(dparagraph (d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than assets, except, with regard to clause (ii), for any such event conflicts, violations, breaches, defaults or events described in items (i), (ii) or (iii) other occurrences that, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company and attached to this Agreement as Exhibit D and Exhibit E, respectively, are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, Parent or any subsidiary of Parent Subsidiary or (including Merger Sub Sub) in connection with Parent's ’s or Merger Sub's execution ’s execution, delivery and delivery performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, Merger; (ii) compliance with the HSR Securities Act and any applicable foreign Antitrust Exchange Act and the Blue-Sky Laws, including without limitation: (iiiA) the filing with the SEC of Schedule 14D-9, (B) the Offer Documents Documents, (C) the Proxy Statement (if any), (D) the Information Statement, and (E) such reports under Sections 13 or 16 of the Exchange ActAct and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions, ; (iv) compliance with the rules of Nasdaq, ; and (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, filings, declarations, notifications or registrations, declarations that if not obtained, made or filingsgiven, the lack of whichwould not, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after promptly following the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the Transactions will (i) result in a violation or breach of or conflict with the certificate of incorporation, bylaws or articles of incorporation or bylaws other charter documents of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) that, individually or in the aggregate, have not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Lawsthe Investment Canada Act, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of NasdaqThe NASDAQ Stock Market LLC, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate or limited liability company power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub, the performance by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub of their respective obligations hereunder and the consummation by Parent ▇▇▇▇▇▇ and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement and by Parent as the sole stockholder shareholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate or limited liability company proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub of their respective obligations hereunder and the consummation by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub of the Transactions. This Agreement has been duly executed and delivered by Parent ▇▇▇▇▇▇ and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, assuming due and valid authorization, execution and delivery thereof by the Company, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub hashave, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such boardadopted, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger Agreement and the other Transactions. . (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the Transactions will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation incorporation, bylaws or bylaws other charter documents of Parent or Merger Sub, ; (ii) result in a modification, violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound bound; or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings Consents referred to in Section 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) that, individually or in the aggregate, that have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parentstock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionequitable principles of general applicability. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such boardboard duly called and held on August 21, 2009 and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent, Merger Sub or any subsidiary of Parent or Merger Subother than Merger, Sub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Parent, Merger Sub or any of the Parent Subsidiaries under any of the terms, conditions or provisions of any material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or Merger Sub any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(dparagraph (d) below, violate any Judgment or Law applicable to Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) thatwhich, individually or in the aggregate, have has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution ’s execution, delivery and delivery performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact businessMerger, (ii) compliance with the HSR Act and any applicable foreign Antitrust LawsAct, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, and (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parentstock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the TransactionsTransactions (other than adoption of this Agreement by Parent as sole stockholder of Merger Sub which shall occur promptly after the execution and delivery hereof). This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionequitable principles of general applicability. (b) The respective Board None of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration or a material change in financial terms under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract note, bond, mortgage, indenture, deed of trust, license, Contract, lease, agreement or other instrument or obligation of any kind to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(dparagraph (c) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) thatwhich, individually or in the aggregate, have has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, Consent of any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution ’s execution, delivery and delivery performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact businessMerger, (ii) compliance with the HSR Act and any other applicable foreign Antitrust competition or antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, Act as may be required in connection with this Agreement and the Transactions, Transactions and (iv) compliance with the rules of Nasdaq, (v) compliance with and except where the "blue sky" laws of various states, and (vi) failure to obtain such consents, approvals, orders, authorizations, registrations, declarations Consents or filings, the lack of whichtake such action, individually or in the aggregate, has not had and would not reasonably be likely expected to have or result in a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and, subject and to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of consummate the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a legal, valid and binding obligation of each of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against each of Parent and Merger Sub in accordance with its their respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote None of the directors present at a meeting of each such boardexecution, and not subsequently rescinded delivery or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery performance of this Agreement by Parent or Merger Sub nor Sub, the performance or consummation by Parent or Merger Sub of the Transactions Transactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict with any provisions of, or result in the loss provision of any material benefit under applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any consent or other action by any Person under, constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or give rise to a right other change of purchase (including pursuant to any right of first refusal or obligation or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation loss of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract benefit to which Parent or Merger Sub is a party or by which entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of their respective properties or assets may be bound Parent and its Subsidiaries or (iiiiv) subject to obtaining result in the creation or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate imposition of any Judgment or Law applicable to Lien on any asset of Parent or Merger Sub or any of their respective properties or assets other than any its Subsidiaries, with only such event or events described exceptions, in items (i), the case of each of clauses (ii) or through (iii) thativ), as would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consentThe execution, approval, order delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or authorization in respect of, or registration, declaration filing by or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the TransactionsAuthority, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with of the appropriate authorities State of other states in which the Company is qualified as a foreign corporation to transact businessDelaware, (ii) compliance with the HSR Act and any applicable foreign filings pursuant to Antitrust Laws, if any, (iii) the filing compliance with the SEC any applicable requirements of the Offer Documents and such reports under Sections 13 or 16 of Securities Act, the Exchange Act, as may be required in connection with this Agreement Act and the Transactionsany other United States state or federal securities Laws, (iv) compliance with the any NASDAQ rules of Nasdaq, and (v) compliance with actions or filings the "blue sky" laws failure of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations which to make or filings, the lack of which, individually or in the aggregate, obtain has not had and would not reasonably be likely expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, corporate or otherwise, to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by the respective Boards boards of Directors directors of each of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other proceedings, corporate proceedings or otherwise, on the part of Parent or Parent, Merger Sub (including or any vote of any class or series of outstanding capital stock of Parent) the Parent Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactionstransactions contemplated hereby other than the adoption of this Agreement by Parent as the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject except to the Bankruptcy and Equity Exceptionextent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other laws affecting the enforcement of creditors’ rights generally or by general equitable principles. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite No vote of the directors present at a meeting holders of each such board, and not subsequently rescinded Parent common stock or modified in any way, approved and declared other securities of Parent is necessary to consummate the advisability of this Agreement, the Offer, the Merger and the other TransactionsMerger. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the performance or consummation by Parent or Merger Sub of the Transactions transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws Governing Documents of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any Parent Subsidiary under any of the terms, conditions or provisions of any material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or Merger Sub any of the Parent Subsidiaries is a party or by which Parent or Merger Sub any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below4.2(d), violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Parent or Merger Sub any of the Parent Subsidiaries or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) that, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely expected to have or result in a Parent Material Adverse Effect. A “Parent Material Adverse Effect” means a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parentstock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionequitable principles of general applicability. (b) The respective Board None of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent, Merger Sub or any subsidiary of Parent or other than Merger SubSub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Parent, Merger Sub or any of the Parent Subsidiaries under any of the terms, conditions or provisions of any material Contract note, bond, mortgage, indenture, deed of trust, license, Contract, lease, agreement or other instrument or obligation of any kind to which Parent or Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or Merger Sub any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(dparagraph (d) below, violate any Judgment or Law applicable to Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) thatwhich, individually or in the aggregate, have has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution ’s execution, delivery and delivery performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact businessMerger, (ii) compliance with the HSR Act and any other applicable foreign Antitrust Laws, competition or antitrust Laws (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, and (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parentstock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors rights generally and Equity Exceptionequitable principles of general applicability. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by unanimous written consent on or prior to the requisite vote of the directors present at a meeting of each such boarddate hereof, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the performance or consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent, Merger Sub or any subsidiary of Parent or other than Merger SubSub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Parent, Merger Sub or any of the Parent Subsidiaries under any of the terms, conditions or provisions of any material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or Merger Sub any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(dparagraph (d) below, violate any Judgment or Law applicable to Parent or Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) thatwhich, individually or in the aggregate, have has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution ’s execution, delivery and delivery performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact businessMerger, (ii) compliance with the HSR Act and any applicable foreign Antitrust LawsAct, (iii) the filing with the SEC of the Offer Documents and such reports or schedules under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement Agreement, the Voting Agreements and the Transactions, (iv) compliance with the rules of Nasdaq, Nasdaq and (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject and all other agreements and documents contemplated hereby to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution it is a party and delivery of this Agreement, to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as Sub and the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject except to the Bankruptcy and Equity Exceptionextent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other laws affecting the enforcement of creditors’ rights generally or by general equitable principles. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or and Merger Sub Sub, nor the performance or consummation by Parent or and Merger Sub of the Transactions will transactions contemplated hereby, nor compliance by Parent and Merger Sub with any of the provisions herein shall (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien Security Interest upon any of the properties or assets owned or operated by Parent or Merger Sub under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) 4.3 below, violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) that, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely to have a Parent Material Adverse Effect.assets..

Authorization; No Conflict. (a) The execution, delivery and performance by each of Parent and Merger Sub of this Agreement, and the consummation by each of Parent and Merger Sub of the Transactions are within the corporate or similar powers of Parent and Merger Sub, as applicable, and, subject to the completion of the actions contemplated by Section 6.12, have been duly authorized by all necessary corporate or similar action on the part of each of Parent and Merger Sub. Each of Parent and Merger Sub has the requisite corporate power duly executed and authority to enter into and deliver delivered this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Subassuming due authorization, which shall occur immediately after the execution and delivery of this Agreementby the Company, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent constitutes a legal, valid and Merger Sub, the performance by binding agreement of each of Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of enforceable against each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub as applicable, in accordance with its terms, terms (subject to the Bankruptcy applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionother laws affecting creditors’ rights generally and general principles of equity). (b) The respective Board execution, delivery and performance by M▇▇▇▇▇ Sub and Parent of Directors of each of Parent this Agreement and the consummation by Merger Sub has, by resolutions duly adopted by the requisite vote and Parent of the directors present at a meeting Transactions require no action by or in respect of each such boardor filing with any Governmental Authority, other than (i) the filing of articles of merger with respect to the Merger with the Office of the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act, and not subsequently rescinded (iii) any additional actions or modified filings, except those that the failure of which to make or obtain would not, individually or in any waythe aggregate, approved and declared the advisability of this Agreement, reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Offer, the Merger and the other Transactions. (c) Neither the execution The execution, delivery and delivery performance by M▇▇▇▇▇ Sub and Parent of this Agreement by Parent or Merger Sub nor and the performance or consummation by Parent or Merger Sub of the Transactions do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or certificate of incorporation, as applicable, or bylaws or other constituent documents of Merger Sub and Parent, (ii) assuming compliance with the matters referred to in Section 5.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the certificate matters referred to in Section 5.2(b), require any consent or articles of incorporation or bylaws of Parent or Merger Subother action by any Person under, (ii) result in a violation or any breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination, cancellation ofcancellation, or give rise to a right of purchase (including pursuant to any right of first refusal acceleration or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation loss of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract benefit to which Parent or Merger Sub is a party entitled under, any Contract, or by which (iv) result in the creation or imposition of any Lien on any asset of Parent or Merger Sub or any Sub, with only such exceptions, in the case of their respective properties or assets may be bound or each of clauses (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in items (iiv), (ii) or (iii) thatas would not reasonably be expected, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in material adverse effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution and delivery of this Agreement or ’s ability to consummate the consummation by Parent or Offer, the Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and, subject and to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of consummate the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a legal, valid and binding obligation of each of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against each of Parent and Merger Sub in accordance with its their respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote None of the directors present at a meeting of each such boardexecution, and not subsequently rescinded delivery or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery performance of this Agreement by Parent or Merger Sub nor Sub, the performance or consummation by Parent or Merger Sub of the Transactions Transactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict with any provisions of, or result in the loss provision of any material benefit under applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any consent or other action by any Person under, constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or give rise to a right other change of purchase (including pursuant to any right of first refusal or obligation or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation loss of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract benefit to which Parent or Merger Sub is a party or by which entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of their respective properties or assets may be bound Parent and its Subsidiaries or (iiiiv) subject to obtaining result in the creation or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate imposition of any Judgment or Law applicable to Lien on any asset of Parent or Merger Sub or any of their respective properties or assets other than any its Subsidiaries, with only such event or events described exceptions, in items (i), the case of each of clauses (ii) or through (iii) thativ), as would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (dc) No consentThe execution, approval, order delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or authorization in respect of, or registration, declaration filing by or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the TransactionsAuthority, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with of the appropriate authorities State of other states in which the Company is qualified as a foreign corporation to transact businessDelaware, (ii) compliance with the HSR Act and any applicable foreign filings pursuant to Antitrust Laws, if any, (iii) the filing compliance with the SEC any applicable requirements of the Offer Documents and such reports under Sections 13 or 16 of Securities Act, the Exchange Act, as may be required in connection with this Agreement Act and the Transactionsany other United States state or federal securities Laws, (iv) compliance with the any Nasdaq rules of Nasdaq, and (v) compliance with actions or filings the "blue sky" laws failure of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations which to make or filings, the lack of which, individually or in the aggregate, obtain has not had and would not reasonably be likely expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) The execution, delivery and performance by each of Parent and Merger Sub of this Agreement, and the consummation by each of Parent and Merger Sub of the Transactions are within the corporate or similar powers of Parent and Merger Sub, as applicable, and, subject to the completion of the actions contemplated by Section 6.15, have been duly authorized by all necessary corporate or similar action on the part of each of Parent and Merger Sub. Each of Parent and Merger Sub has the requisite corporate power duly executed and authority to enter into and deliver delivered this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Subassuming due authorization, which shall occur immediately after the execution and delivery of this Agreementby the Company, to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent constitutes a legal, valid and Merger Sub, the performance by binding agreement of each of Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of enforceable against each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub as applicable, in accordance with its terms, terms (subject to the Bankruptcy applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionother laws affecting creditors’ rights generally and general principles of equity). (b) The respective Board of Directors of each of Parent execution, delivery and performance by Merger Sub has, and Parent of this Agreement and the consummation by resolutions duly adopted by the requisite vote Merger Sub and Parent of the directors present at a meeting Transactions require no action by or in respect of each such boardor filing with any Governmental Authority, other than (i) the filing of articles of merger with respect to the Merger with the Office of the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act, and not subsequently rescinded (iii) any additional actions or modified filings, except those that the failure of which to make or obtain would not, individually or in any waythe aggregate, approved and declared the advisability of this Agreement, reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Offer, the Merger and the other Transactions. (c) Neither the execution The execution, delivery and delivery performance by Merger Sub and Parent of this Agreement by Parent or Merger Sub nor and the performance or consummation by Parent or Merger Sub of the Transactions do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or certificate of incorporation, as applicable, or bylaws or other constituent documents of Merger Sub and Parent, (ii) assuming compliance with the matters referred to in Section 5.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the certificate matters referred to in Section 5.2(b), require any consent or articles of incorporation or bylaws of Parent or Merger Subother action by any Person under, (ii) result in a violation or any breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination, cancellation ofcancellation, or give rise to a right of purchase (including pursuant to any right of first refusal acceleration or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation loss of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract benefit to which Parent or Merger Sub is a party entitled under, any Contract, or by which (iv) result in the creation or imposition of any Lien on any asset of Parent or Merger Sub or any Sub, with only such exceptions, in the case of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any each of their respective properties or assets other than any such event or events described in items (i), clauses (ii) or through (iii) thativ), as would not reasonably be expected, individually or in the aggregate, have not had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in material adverse effect on the date of this Agreement. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's ’s or Merger Sub's execution and delivery of this Agreement or ’s ability to consummate the consummation by Parent or Offer, the Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely to have a Parent Material Adverse Effect.