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

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub The Company has full the requisite corporate power and authority to execute and deliver this Agreement and and, subject to obtaining Company Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the boards its board of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Subdirectors, and no other corporate authority or approval action on the part of Parent or Merger Sub the Company is necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and and, except for the Company Stockholder Approval, the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due and valid authorization, execution and delivery hereof by the CompanyParent and Sub, is the a valid and binding obligation of each of Parent and Merger Sub the Company enforceable against each of them the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub the Purchaser has full corporate power and authority to execute and deliver deliver, and to perform its obligations under, this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub the Purchaser of this Agreement Agreement, and the consummation of the Transactions transactions contemplated hereby, have been duly authorized by the boards their respective Boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, Directors and no other corporate authority or approval action on the part of Parent or Merger Sub and the Purchaser is necessary to authorize the execution and delivery by Parent and Merger Sub the Purchaser of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, the Purchaser and (assuming due and valid authorization, execution and delivery hereof by the Company, ) is the a valid and binding obligation of each of Parent and Merger Sub the Purchaser, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub the Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and Merger Sub the Purchaser, and by Parent as the sole shareholder stockholder of Merger Subthe Purchaser, and no other corporate authority or approval on the part of Parent or Merger Sub the Purchaser is necessary to authorize the execution and delivery by Parent and Merger Sub the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub the Purchaser enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub the Purchaser of this Agreement Agreement, and the consummation of the Transactions transactions contemplated hereby, have been duly authorized by the boards their Boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, Directors and no other corporate authority or approval action on the part of Parent or Merger Sub and the Purchaser is necessary to authorize the execution and delivery by Parent and Merger Sub the Purchaser of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub andthe Purchaser, as the case may be (and assuming due and valid authorization, execution and delivery hereof by the Company, ) is the a valid and binding obligation of each of Parent and Merger Sub the Purchaser, as the case may be, enforceable against each of them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full corporate the requisite power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement, approval and adoption of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the boards of directors of each all necessary action of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement Agreement, and the consummation by it of the Transactions have been duly and validly authorized by the respective boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (iib) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement Agreement, and the consummation by it of the Transactions have been duly and validly authorized by the respective boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder stockholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (iib) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub the Purchaser of this Agreement Agreement, and the consummation of the Transactions transactions contemplated hereby, have been duly authorized by the boards their Boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, Directors and no other corporate authority or approval action on the part of Parent or Merger Sub and the Purchaser is necessary to authorize the execution and delivery by Parent and Merger Sub the Purchaser of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub the Purchaser, as the case may be, and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Merger Sub the Purchaser, as the case may be, enforceable against each of them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions Merger and of the other transactions contemplated hereby have been duly authorized by the boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other all necessary corporate authority or approval action on the part of Parent or Merger Sub is and the Purchaser and no other corporate proceedings on the part of Parent and the Purchaser are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and or to consummate the consummation of the Transactionstransactions so contemplated. This Agreement has been duly executed and delivered by Parent and Merger Sub the Purchaser, as the case may be, and, assuming due this Agreement constitutes a valid and valid authorization, execution and delivery hereof by binding obligation of the Company, is the constitutes a valid and binding obligation of each of Parent and Merger Sub the Purchaser, as the case may be, enforceable against each of them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub Purchaser has full all necessary limited liability company or corporate power power, as the case may be, and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub Purchaser of this Agreement and the consummation of the Transactions have been duly and validly authorized by all necessary limited liability company or corporate action, as the boards of directors of each case may be, on the part of Parent and Merger Sub Purchaser, including approval and adoption of this Agreement by Parent in its capacity as the sole shareholder of Merger Sub, Purchaser and no other limited liability company or corporate authority or approval proceedings, as the case may be, on the part of Parent or Merger Sub is Purchaser are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and or to consummate the consummation Offer, the Merger, or any other Transactions, subject only to the filing of the TransactionsCertificate of Merger pursuant to the MBCA. This Agreement has been duly executed and delivered by Parent and Merger Sub Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub Purchaser enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement Agreement, and the consummation by it of the Transactions have been duly and validly authorized by the respective boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder stockholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (iib) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the respective boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder equity owner of Merger Sub, and no other corporate authority or approval formal action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (iib) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub the Purchaser of this Agreement Agreement, and the consummation of the Transactions transactions contemplated hereby, have been duly authorized by the boards their Boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, Directors and no other corporate authority or approval action on the part of Parent or Merger Sub and the Purchaser is necessary to authorize the execution and delivery by Parent and Merger Sub the Purchaser of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub the Purchaser, as the case may be, and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Merger Sub the Purchaser, as the case may be, enforceable against each of them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full corporate the requisite power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement, approval and adoption of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the boards of directors of each all necessary action of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (ii) the remedy of specific 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; Necessary Action. Each of Parent Acquiror and the Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent Acquiror and the Merger Sub of this Agreement Agreement, and the consummation of the Transactions transactions contemplated hereby, have been duly authorized by the boards their respective board of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval action on the part of Parent Acquiror or the Merger Sub is necessary to authorize the execution and delivery by Parent and Acquiror or the Merger Sub of this Agreement and the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent Acquiror and the Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent Acquiror and the Merger Sub Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement Agreement, and the consummation by each of them of the Transactions transactions contemplated hereby, have been duly authorized by the boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, all necessary corporate action and no other corporate authority or approval action on the part of either Parent or Merger Sub is necessary to authorize the execution and delivery by each of Parent and Merger Sub of this Agreement and the consummation by each of them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the each of Parent and Merger Sub andSub, as the case may be, (and assuming due and valid authorization, execution and delivery hereof by the Company, ) is the a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full all requisite corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Parent and/or Merger Sub, as the case may be, pursuant to or in connection with this Agreement and to consummate the Transactionstransactions contemplated hereby, including the Merger. The Board of Directors of Merger Sub (the “Merger Sub Board”) has adopted a resolution approving, and declaring the advisability of, this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby, including the Merger, have been duly authorized by the boards Board of directors of each Directors of Parent (the “Parent Board”) and the Merger Sub and by Parent as the sole shareholder of Merger Sub, Board and no other corporate authority or approval action on the part of Parent or Merger Sub or any other Person is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and or the consummation of the TransactionsMerger. This Agreement has been duly executed and delivered by Parent and Merger Sub andAgreement, assuming due and valid authorization, execution and delivery hereof thereof by the Company, is constitutes the legal, valid and binding obligation of each of Parent and Merger Sub Sub, as the case may be, enforceable against each of them in accordance with its terms, except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium or other similar laws, now or hereafter in effect, Laws affecting the enforcement of creditors' ’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub Purchaser has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and Merger Sub Purchaser, and by Parent as the sole shareholder stockholder of Merger SubPurchaser, and no other corporate authority or approval on the part of Parent or Merger Sub Purchaser is necessary to authorize the execution and delivery by Parent and Merger Sub Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub Purchaser enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger ▇▇▇▇▇▇ Sub has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub of this Agreement Agreement, and the consummation by it of the Transactions have been duly and validly authorized by the respective boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution execution, delivery and delivery performance by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent ▇▇▇▇▇▇ and Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (iib) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub Purchaser has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub Purchaser of this Agreement Agreement, and the consummation by each of them of the Transactions Transactions, have been duly and validly authorized by all necessary corporate action on the boards part of directors the Boards of each Directors of Parent and Merger Sub and by Parent as the sole shareholder of Merger SubPurchaser, and no other corporate authority or approval action on the part of the Parent or Merger Sub Purchaser, pursuant to the DGCL or otherwise, is necessary to authorize the execution and delivery by Parent and Merger Sub Purchaser of this Agreement and the consummation by each of them of the Transactions, including the Financing, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser (which will occur promptly following the execution and delivery of this Agreement). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a legal, valid and binding obligation of each of Parent and Merger Sub Purchaser, enforceable against each of them Parent and Purchaser in accordance with its terms, except that (i) such the enforcement hereof may be subject to applicable limited by (a) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting relating to creditors' ’ rights generally, generally and (iib) the remedy general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at law).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement, approval and adoption of this Agreement and the consummation of the Transactions have been duly and validly authorized by the boards of directors of each all necessary action of Parent and Merger Sub and by Parent as (the written consent of the sole shareholder stockholder of Merger Subwhich has not been modified or revoked), and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation by them of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies generally and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement Agreement, and the consummation by it of the Transactions have been duly and validly authorized by the respective boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder stockholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar laws, now or hereafter in effect, Laws affecting creditors' ’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms general principles of equitable relief may be subject to equitable defenses relief. No vote or approval of the stockholders of Parent is required in connection with the execution, delivery or performance by Parent and Merger Sub of their obligations hereunder or for the consummation of the Merger (including pursuant to the discretion requirements of the court before which any proceeding therefor may be broughtNew York Stock Exchange).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub the Purchaser of this Agreement and the consummation of the Merger and of the Transactions have been duly authorized by the boards of directors of each of the Purchaser and Parent and Merger Sub and by Parent as the sole shareholder of Merger Subthe Purchaser, and no other corporate authority or approval action on the part of Parent or Merger Sub the Purchaser is necessary to authorize the execution and delivery by Parent and Merger Sub the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Merger Sub the Purchaser enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement Agreement, and the consummation of the Transactions transactions contemplated hereby, have been duly authorized by all necessary action on the boards of directors of each part of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to adopt this Agreement or to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, (and assuming due and valid authorization, execution and delivery hereof by the Company, ) is the a valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full corporate the requisite power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement, approval and adoption of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the boards of directors of each all necessary action of Parent and Merger Sub and by Parent as (the written consent of the sole shareholder of Merger Subwhich has not been modified or revoked), and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Parent and/or Sub, as the case may be, pursuant to or in connection with this Agreement and to consummate the Transactions. The Board of Directors of Sub (the "SUB BOARD") has adopted a resolution approving this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly authorized by the boards Board of directors of each Directors of Parent (the "PARENT BOARD") and Merger the Sub Board and by Parent as the sole shareholder stockholder of Merger Sub, Sub and no other corporate authority or approval action on the part of Parent or Merger Sub or any other Person is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and or the consummation of the Transactions. This Agreement Agreement, has been duly executed and delivered by each of Parent and Merger Sub and, and constitutes (assuming the due and valid authorization, execution and delivery hereof thereof by the Company), is the valid and binding obligation obligations of each of Parent and Merger Sub Sub, as the case may be, enforceable against each of them in accordance with its terms, except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium or other similar laws, now or hereafter in effect, laws affecting the enforcement of creditors' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the respective boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder stockholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' rights generally, generally and (iib) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full corporate the requisite power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement, approval and adoption of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the boards of directors of each all necessary action of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies generally and (ii) the remedy of specific 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; Necessary Action. Each ------------------------------------------------------ of Parent and Merger Sub the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub the Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and Merger Sub the Purchaser, and by Parent as the sole shareholder stockholder of Merger Subthe Purchaser, and no other corporate authority or approval on the part of Parent or Merger Sub the Purchaser is necessary to authorize the execution and delivery by Parent and Merger Sub the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub the Purchaser enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by Parent as the sole shareholder its respective Board of Merger SubDirectors, and no other corporate authority action or approval proceedings on the part of the Parent or the Merger Sub is necessary to authorize the execution and delivery by Parent and or Merger Sub of this Agreement and the consummation by Parent or Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub Sub, and, assuming this Agreement constitutes valid and binding obligations of the Company, constitutes valid and binding obligations of the Parent and Merger Sub, enforceable against each of them it in accordance with its terms, except to the extent that (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now laws affecting the enforcement of creditors’ rights generally or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy by general principles of specific 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 broughtequity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has full corporate the requisite power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement, approval and adoption of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the boards of directors of each all necessary action of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation by Parent and Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub Purchaser has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and Merger Sub Purchaser, and by Parent as the sole shareholder stockholder of Merger SubPurchaser, and no other corporate authority or approval on the part of Parent or Merger Sub Purchaser is necessary to authorize the execution and delivery by Parent and Merger Sub Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub Purchaser enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the respective boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder stockholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (iib) the remedy of specific 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; Necessary Action. Each of the Parent and Merger Sub the Purchaser has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by the Parent and Merger Sub the Purchaser of this Agreement, approval and adoption of this Agreement and the consummation of the Transactions have been duly and validly authorized by all necessary action of the boards of directors of each of Parent and Merger Sub and by Parent as the Purchaser (other than the adoption of this Agreement in respect of the Merger, with respect to which the written consent of the sole shareholder stockholder of Merger Subthe Purchaser shall occur promptly following the execution and delivery of this Agreement), and no other corporate authority or approval action on the part of the Parent or Merger Sub the Purchaser is necessary to authorize the execution and delivery by the Parent and Merger Sub the Purchaser of this Agreement and the consummation by them of the Transactions. This Agreement has been duly executed and delivered by the Parent and Merger Sub the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of the Parent and Merger Sub the Purchaser, enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies generally and (iib) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement Agreement, and the consummation by each of them of the Transactions transactions contemplated hereby, have been duly authorized by the boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, all necessary corporate action and no other corporate authority or approval action on the part of either Parent or Merger Sub is necessary to authorize the execution and delivery by each of Parent and Merger Sub of this Agreement and the consummation by each of them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the each of Parent and Merger Sub andSub, as the case may be, (and assuming due and valid authorization, execution and delivery hereof by the Company, ) is the a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement Agreement, and the consummation by them of the Transactions Transactions, have been duly and validly authorized by the respective boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming its due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (iib) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full all necessary corporate or other entity power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, and to perform its respective obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Statutory Merger Agreement, and the consummation by each of them of the Transactions Transactions, have been duly and validly authorized by all necessary action on the boards of directors of each part of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no . No other corporate authority or approval action on the part of either Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the Statutory Merger Agreement, and the consummation of the Transactions, except for, in the case of the consummation of the Merger, obtaining the approval of this Agreement by Parent in its capacity as the sole shareholder of Merger Sub (which approval shall be provided by the Merger Sub shareholder written consent to be executed by Parent immediately following execution of this Agreement), executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (i) such the enforcement hereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) limited by the remedy of specific 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 broughtEnforceability Exceptions.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by the boards of directors of each of Parent and Merger Sub and by Parent Sub; as the sole shareholder stockholder of Merger Sub, Parent has approved the Merger and adopted this Agreement; and no other corporate authority or approval on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and Merger Sub Purchaser, and by Parent as the sole shareholder stockholder of Merger SubPurchaser, and no other corporate authority or approval on the part of Parent or Merger Sub Purchaser is necessary to authorize the execution and delivery by Parent and Merger Sub Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub Purchaser enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub Purchaser has full all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub Purchaser of this Agreement and the consummation by them of the Transactions have been duly authorized by the boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval all necessary action on the part of Parent or Merger Sub is necessary to authorize and the board of directors of Purchaser. Eisai Corporation of North America, a direct wholly-owned subsidiary of Parent (“Eisai US”), in its capacity as sole shareholder of Purchaser will approve and adopt this Agreement immediately after execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the TransactionsAgreement. This Agreement has been duly executed and delivered by Parent and Merger Sub Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub Purchaser enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (iib) the remedy of specific 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 therefore may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and the Voting Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Voting Agreement and the consummation of the Transactions have been duly and validly authorized by the respective boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement, the Voting Agreement and or the consummation of the Transactions. This Agreement has and the Voting Agreement have been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the are valid and binding obligation obligations of each of Parent and Merger Sub enforceable against each of them in accordance with its their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, for the Enforceability Exceptions and (ii) that the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub Buyer has full all necessary corporate power to perform its obligations hereunder and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent Buyer of this Agreement, and Merger Sub the consummation by the Buyer of the transactions contemplated hereby, have been duly authorized and approved by all necessary action on the part of its Board of Directors and no other corporate action on the part of Buyer is necessary to authorize the execution, delivery and performance by Buyer of this Agreement and the consummation by it of the Transactions have been duly authorized by the boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent Buyer and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the CompanySellers, is the a valid and binding obligation of each of Parent and Merger Sub Buyer enforceable against each of them Buyer in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights and remedies generally, and (ii) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement Agreement, and the consummation by Parent and Merger Sub of the Transactions Merger, have been duly authorized by the boards each of Parent’s and Merger Sub’s board of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation by them of the TransactionsMerger. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to (i) applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies generally and (ii) the remedy general principles of specific 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 broughtequity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger The Merging Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger the Merging Sub of this Agreement Agreement, and the consummation by it of the Transactions have been duly and validly authorized by the respective boards of directors of each of the Parent and Merger Sub and by the Parent as the sole shareholder of Merger the Merging Sub, and no other corporate authority or approval action on the part of the Parent or Merger the Merging Sub is necessary to authorize the execution execution, delivery and delivery performance by the Parent and Merger the Merging Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by the Parent and Merger the Merging Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and Merger the Merging Sub enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (iib) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the respective boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (iib) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement Agreement, and the consummation by it of the Transactions have been duly and validly authorized by the respective boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (iib) the remedy of specific 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; Necessary Action. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly and validly authorized by the respective boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' rights generally, generally and (iib) the remedy of specific 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.