Common use of Authorization; Validity of Agreement; Company Action Clause in Contracts

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the Transactions. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by, and this Agreement and each of the Transactions have been validly approved by, the requisite vote of the Company’s Board of Directors and Audit Committee. The Company has reserved for issuance, or shall have reserved for issuance prior to the Closing, the Note Shares. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations under this Agreement and obtaining the approval of the Company’s shareholders, to consummate the Transactionstransactions contemplated by this Agreement. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by, and this Agreement and each of the Transactions have been validly approved by, the requisite vote of by the Company’s Board board of Directors directors, and Audit Committee. The no other corporate action on the part of the Company has reserved is necessary to authorize the execution and delivery by the Company of this Agreement and, except for issuance, or shall have reserved for issuance prior to the Closingshareholder approval, the Note Sharesconsummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforcement, to except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws laws, now or hereinafter hereafter in effect effect, affecting creditors’ rights and remedies generally and (ii) general principles the remedy of equityspecific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby, subject, in the case of the consummation of the Merger, to receipt of the Company Stockholder Approval. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary action of the Company, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized bytransactions contemplated hereby except, and this Agreement and each in the case of the Transactions have been validly approved by, the requisite vote consummation of the Company’s Board Merger, for receipt of Directors and Audit Committee. The the Company has reserved for issuance, or shall have reserved for issuance prior to the Closing, the Note SharesStockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by each of this Agreement by the PurchaserParent and Merger Sub, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as except that (a) such enforcement may be subject to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws laws, now or hereinafter hereafter in effect effect, affecting creditors’ rights and remedies generally and (iib) general principles the remedy of equityspecific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform obtaining the approval of its obligations under this Agreement and shareholders, to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized byby its board of directors, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and each and, except for shareholder approval, the consummation by it of the Transactions have been validly approved by, the requisite vote of the Company’s Board of Directors and Audit Committee. The Company has reserved for issuance, or shall have reserved for issuance prior to the Closing, the Note Sharestransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforcement, to except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws laws, now or hereinafter hereafter in effect effect, affecting creditors’ rights and remedies generally and (ii) general principles the remedy of equityspecific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement hereunder and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger (collectively, the “Transactions”). The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board of Directors (acting on the recommendation of the Special Committee) and no other corporate action on the part of the Company (other than, with respect to the Merger, the affirmative vote of the stockholders of the Company as and to the extent required by law) is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by the Company it of the Transactions have been duly authorized by, and this Agreement and each of the Transactions have been validly approved by, the requisite vote of the Company’s Board of Directors and Audit Committee. The Company has reserved for issuance, or shall have reserved for issuance prior to the Closing, the Note SharesTransactions. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Danisco and the PurchaserBuyer, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforcement, to except that (i) such enforcement may be subject to applicable bankruptcy, insolvencyinsolvency or other similar laws, reorganization, moratorium or similar laws now or hereinafter hereafter in effect effect, affecting creditors’ rights generally and (ii) general principles the remedy of equityspecific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has the requisite full corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform obtaining the necessary approval of its obligations under this Agreement and shareholders, to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by its Board of Directors and, except for those actions contemplated by Section 1.2(a) hereof and obtaining the approval of its shareholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by the Company it of the Transactions have been duly authorized by, and this Agreement and each of the Transactions have been validly approved by, the requisite vote of the Company’s Board of Directors and Audit Committee. The Company has reserved for issuance, or shall have reserved for issuance prior to the Closing, the Note Sharestransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to approval and adoption of this Agreement by the Company's shareholders (and assuming due and valid authorization, execution and delivery of this Agreement hereof by Parent and the Purchaser, ) is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforcement, to except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws laws, now or hereinafter hereafter in effect effect, affecting creditors’ ' rights generally generally, and (ii) general principles the remedy of equityspecific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.