Common use of Due Authorization; Noncontravention Clause in Contracts

Due Authorization; Noncontravention. (a) Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the Company Related Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly authorized (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has approved and adopted this Agreement and the Company Related Agreements (if required), has approved the Merger, determined that this Agreement (and any Company Related Agreements to which the Company is a party) and the terms and conditions of the Merger, this Agreement and the Company Related Agreements are advisable and in the best interests of the Company and Company Stockholders, and directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (A) the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock (voting together as a single voting class on an as-converted to Company Common Stock basis), (B) the holders of at least a majority of the outstanding shares of Company Series A Preferred Stock and (C) the holders of a majority of the outstanding shares of Company Common Stock are the only votes of the holders of shares of Company Capital Stock necessary to adopt this Agreement and approve the Merger (the “Minimum Company Stockholder Approval”). The execution of the Company Stockholder Consent by the Major Stockholders is sufficient to obtain the Minimum Company Stockholder Approval. (b) The execution and delivery of this Agreement and the Company Related Agreements by the Company does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) result in the creation of any Encumbrance on any of the material properties or assets of the Company or, to the Company’s Knowledge, any shares of Company Capital Stock or (ii) conflict with, or result in any material violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, (A) any provision of the certificate of incorporation or bylaws of the Company, in each case as amended to date, (B) any Contract of the Company or any Contract applicable to any of its material properties or assets or (C) any Legal Requirements applicable to the Company or any of its material properties or assets. (c) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement, the Company Related Agreements or the consummation of the transactions contemplated hereby or thereby other than the filing of the Certificate of Merger as provided in Section 1.2. (d) The Company, the Company Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the organizational or governing documents of the Company will not be applicable to any of Acquiror, the Company or the Surviving Corporation, or to the execution, delivery, or performance of this Agreement, or to the transactions contemplated hereby, or to the Company Stockholder Approval.

Due Authorization; Noncontravention. (a) Subject to obtaining the Company Stockholder Approval, the a. The Company has all requisite corporate power and authority to enter into this Agreement and the Company Related Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, subject to receipt of the Company Stockholder Approval. The execution and delivery of this Agreement, the Ancillary Agreements (if required) and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Company Board. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly authorized (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has approved and adopted this Agreement and the Company Related Ancillary Agreements (if required), ) and has approved the Merger, determined that this Agreement (and any Company Related Agreement, the Ancillary Agreements to which the Company is a party) and the terms and conditions of the Merger, this Agreement and the Company Related Ancillary Agreements are advisable and in the best interests of the Company and Company Stockholders, and directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (A) the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock (voting together as a single voting class on an as-converted to Company Common Stock basis), (B) the holders of at least a majority of the outstanding shares of Company Series A Preferred Stock and (C) the holders of a majority of the outstanding shares of Company Common Stock are the only votes of the holders of shares of the Company Capital Stock necessary to adopt this Agreement and approve the Merger (the “Minimum Company Stockholder Approval”). The execution of the Company Stockholder Consent by the Major Company Stockholders listed on Exhibit B-1, or their proxyholder(s), is sufficient to obtain the Minimum Company Stockholder Approval. (b) b. The execution and delivery of this Agreement and the Company Related Ancillary Agreements by the Company does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) result in the creation of any material Encumbrance on any of the material properties or assets of the Company or, or any Subsidiary or to the Knowledge of the Company’s Knowledge, any shares of Company Capital Stock or (ii) conflict withwith in any material respect, or result in any material violation of or material default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit under, or require any consent, approval or waiver from any Person (other than the Minimum Company Stockholder Approval) pursuant to, (A) any provision of the certificate of incorporation or bylaws of the Company, in each case as amended to date, (B) any Material Contract of the Company or any Subsidiary or any Contract applicable to any of its their respective material properties or assets assuming that all consents waivers and approval listed and described on Section 2.4(b)(ii)(B) of the Company Disclosure Schedule are obtained prior to the Closing, or (C) any Legal Requirements applicable to the Company or any Subsidiary or any of its their respective material properties or assets. (c) No consentassets except, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity is required by or with respect to for the Company in connection with the execution and delivery of this Agreement, the Company Related Agreements or the consummation purpose of the transactions contemplated hereby or thereby other than the filing of the Certificate of Merger as provided in Section 1.2. preceding clause (d) The CompanyB), the Company Board and the Company Stockholders have taken all actions where any such that the restrictive provisions conflict, violation, default, termination, cancellation, acceleration of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” obligation or other similar anti-takeover statute or regulation, and any anti-takeover provision in loss would not have a material impact on the organizational or governing documents operations of the Company will not be applicable to any of Acquiror, the Company or the Surviving Corporation, or to the execution, delivery, or performance of this Agreement, or to the transactions contemplated hereby, or to the Company Stockholder Approvaland its Subsidiaries taken as a whole.

Due Authorization; Noncontravention. (a) Subject to obtaining the Company Stockholder Approval, the Company Acquiror and Merger Sub each has all requisite corporate power and authority to enter into this Agreement and the Company Acquiror Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Acquiror Related Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by Acquiror’s and Merger Sub’s respective board of directors, and as required, approved by the stockholders of Acquiror. This Agreement has been duly executed and delivered by the Company Acquiror and Merger Sub and constitutes the valid and binding obligation of the Company Acquiror and Merger Sub, enforceable against the Company Acquiror and Merger Sub in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly authorized (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has approved and adopted this Agreement and the Company Related Agreements (if required), has approved the Merger, determined that this Agreement (and any Company Related Agreements to which the Company is a party) and the terms and conditions of the Merger, this Agreement and the Company Related Agreements are advisable and in the best interests of the Company and Company Stockholders, and directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (A) the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock (voting together as a single voting class on an as-converted to Company Common Stock basis), (B) the holders of at least a majority of the outstanding shares of Company Series A Preferred Stock and (C) the holders of a majority of the outstanding shares of Company Common Stock are the only votes of the holders of shares of Company Capital Stock necessary to adopt this Agreement and approve the Merger (the “Minimum Company Stockholder Approval”). The execution of the Company Stockholder Consent by the Major Stockholders is sufficient to obtain the Minimum Company Stockholder ApprovalApplicable Exceptions. (b) The execution and delivery of this Agreement and the Company Acquiror Related Agreements by the Company Acquiror and Merger Sub does not, and the consummation of the transactions contemplated hereby by Acquiror and thereby Merger Sub will not, (i) result in the creation of any Encumbrance on any of the material properties or assets of the Company or, to the Company’s Knowledge, any shares of Company Capital Stock or (ii) conflict with, or result in any material violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, (Ai) any provision of the certificate of incorporation Acquiror Certificate or the bylaws or other equivalent organizational or governing documents of the CompanyAcquiror, in each case as amended to date, (Bii) any material Contract of Acquiror (except where such conflict, violation, default, right of termination, cancellation, acceleration, loss of benefit or failure to obtain such consent, approval or waiver would not, individually or in the Company or any Contract applicable to any of its material properties or assets aggregate, have a Material Adverse Effect on Acquiror) or (Ciii) any Legal Requirements applicable to the Company or any Subsidiary or any of its their respective material properties or assets. (c) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement, the Company Related Agreements or the consummation of the transactions contemplated hereby or thereby other than the filing of the Certificate of Merger as provided in Section 1.2. (d) The Company, the Company Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the organizational or governing documents of the Company will not be applicable to any of Acquiror, the Company or the Surviving Corporation, or to the execution, delivery, or performance of this Agreement, or to the transactions contemplated hereby, or to the Company Stockholder Approval.

Due Authorization; Noncontravention. (a) Subject to obtaining the Company Stockholder Approval, the Company has all requisite corporate power and authority to enter into this Agreement and the Company Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Company Related Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by the Company Board. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesApplicable Exceptions. The Company Board, by resolutions duly authorized adopted (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has approved and adopted this Agreement and the Company Related Agreements (if required), has approved the Merger, determined that this Agreement (and any Company Related Agreements to which the Company is a party) and the terms and conditions of the Merger, Merger and this Agreement and the Company Related Agreements are advisable and in the best interests of the Company and the Company Stockholders, and directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the MergerAgreement. The affirmative votes of (Ai) the holders of a majority of the outstanding shares of Company Common Stock and Company Series A Preferred Stock (voting together as a single voting class on an as-converted to Company Common Stock basis), and (Bii) the holders of at least a majority of the outstanding shares of Company Series A Preferred Stock and (Cvoting as a separate voting class) the holders of a majority of the outstanding shares of Company Common Stock are the only votes of the holders of shares of the Company Capital Stock necessary to adopt this Agreement and approve the Merger (the “Minimum “ Company Stockholder Approval”). The execution delivery of the Company Stockholder Consent by the Major Requisite Stockholders is sufficient to obtain constitutes all of the Minimum votes necessary for the Company Stockholder ApprovalApproval and the Company Stockholder Approval has been obtained. (b) The execution and delivery of this Agreement and the Company Related Agreements by the Company does not, and the consummation of the transactions contemplated hereby and thereby by the Company will not, (i) result in the creation of any Encumbrance on any of the material properties or assets of the Company or, or any Subsidiary or to the knowledge of the Company’s Knowledge, any of the shares of Company Capital Stock pursuant to a Contract to which the Company is a party or (ii) conflict with, or result in any material violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, (A) any provision of the certificate Certificate of incorporation Incorporation or bylaws the Bylaws or other equivalent organizational or governing documents of the CompanyCompany or any Subsidiary, in each case as amended to date, (B) any Contract Company Material Agreements (except where such conflict, violation, default, right of termination, cancellation, acceleration, loss of benefit or failure to obtain such consent, approval or waiver would not, individually or in the Company or any Contract applicable to any of its material properties or assets aggregate, have a Material Adverse Effect on the Company) or (C) any Legal Requirements applicable to the Company or any Subsidiary or any of its their respective material properties or assets. (c) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement, the Company Related Agreements or the consummation of the transactions contemplated hereby or thereby other than the filing of the Certificate of Merger as provided in Section 1.2. (d) The Company, the Company Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the organizational or governing documents of the Company will not be applicable to any of Acquiror, the Company or the Surviving Corporation, or to the execution, delivery, or performance of this Agreement, or to the transactions contemplated hereby, or to the Company Stockholder Approval.

Due Authorization; Noncontravention. (a) Subject to obtaining the Company Stockholder Approval, the The Company has all requisite corporate power and authority to enter into this Agreement and the Company Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Company Related Agreements (if required) and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Company Board. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly authorized (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has approved and adopted this Agreement and the Company Related Agreements (if required), ) and has approved the Merger, determined that this Agreement (and any Company Related Agreement, the Ancillary Agreements to which the Company is a party) and the terms and conditions of the Merger, this Agreement and the Company Related Agreements are advisable and in the best interests of the Company and Company Stockholders, and directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (Ai) the holders of not less than a majority of the outstanding shares of Company Common Stock and Company Preferred Stock (voting together with the holders of Company Common Stock as a single voting class on an as-converted to Company Common Stock basis), ) and (Bii) the holders of at least not less than a majority of the outstanding shares of Company Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock (Cvoting as separate voting classes) the holders of a majority of the outstanding shares of Company Common Stock are the only votes of the holders of shares of the Company Capital Stock necessary to adopt this Agreement and approve the Merger (the “Minimum Company Stockholder Approval”). The execution of the Company Stockholder Consent by the Major Stockholders is sufficient to obtain the Minimum Company Stockholder Approval. (b) The execution and delivery of this Agreement and the Company Related Agreements by the Company does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) result in the creation of any Encumbrance on any of the material properties or assets of the Company or any Subsidiary or, to the Company’s Knowledge, any shares of Company Capital Stock or (ii) conflict with, or result in any material violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, (A) any provision of the certificate of incorporation or bylaws of the Company, in each case as amended to date, (B) any Material Contract of the Company or any Contract applicable to any of its material properties or assets Subsidiary, or (C) any Legal Requirements applicable to the Company or any of its material properties or assets. (c) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity is required by or with respect to the Company or any Subsidiary in connection with the execution and delivery of this Agreement, the Company Related Agreements or the consummation of the transactions contemplated hereby or thereby other than the filing of the Certificate of Merger as provided in Section 1.21.2 and as applicable the merger notification under the HSR Act. (d) The Company, the Company Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the organizational or governing documents of the Company will not be applicable to any of Acquiror, the Company or the Surviving Corporation, or to the execution, delivery, or performance of this Agreement, or to the transactions contemplated hereby, or to the Company Stockholder Approval.