Common use of Power and Authority; Authorization; Execution and Delivery; Binding Obligation Clause in Contracts

Power and Authority; Authorization; Execution and Delivery; Binding Obligation. Each Holdco has all requisite corporate power, authority and capacity to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereunder. The execution and delivery of this Agreement by each Holdco, the performance by each Holdco of its obligations hereunder, and the consummation by each Holdco of the transactions contemplated hereunder, have been duly authorized and approved by the board of directors and shareholders of each Holdco, and no other corporate action on the part of each Holdco is necessary to authorize the execution and delivery of this Agreement by each Holdco, the performance by each Holdco of its obligations hereunder or the consummation by each Holdco of the transactions contemplated hereunder, subject to, in the case of the consummation of the Arrangement, receipt of the Interim Order, Shareholder Approval and receipt of the Final Order. This Agreement has been duly executed and delivered by such Holdco and, assuming due authorization, execution and delivery by the other parties to this Agreement, constitutes a legally valid and binding obligation of such Holdco, enforceable against such Holdco in accordance with its terms, except as such enforceability may be limited by principles of public policy, and subject to: (i) the effect of any applicable Law of general application relating to bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights and relief of debtors generally; and (ii) the effect of rules of Law and general principles of equity, including rules of Law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Power and Authority; Authorization; Execution and Delivery; Binding Obligation. Each Holdco The Company has all requisite corporate power, authority and capacity to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereunder. The execution and delivery of this Agreement by each Holdcothe Company, the performance by each Holdco the Company of its obligations hereunder, and the consummation by each Holdco the Company of the transactions contemplated hereunder, have been duly authorized and approved by the board of directors and shareholders of each Holdcothe Company, and no other corporate action on the part of each Holdco the Company is necessary to authorize the execution and delivery of this Agreement by each Holdcothe Company, the performance by each Holdco the Company of its obligations hereunder or the consummation by each Holdco the Company of the transactions contemplated hereunder, subject to, in the case of the consummation of the Arrangement, receipt of the Interim Order, Shareholder Approval and receipt of the Final Order. This Agreement has been duly executed and delivered by such Holdco the Company and, assuming due authorization, execution and delivery by the other parties to this Agreement, constitutes a legally valid and binding obligation of such Holdcothe Company, enforceable against such Holdco the Company in accordance with its terms, except as such enforceability may be limited by principles of public policy, and subject to: to (i) the effect of any applicable Law of general application relating to bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights and relief of debtors generally; generally and (ii) the effect of rules of Law and general principles of equity, including rules of Law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).

Power and Authority; Authorization; Execution and Delivery; Binding Obligation. Each Holdco The Company has all requisite corporate power, power and authority and capacity to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereunder. The execution and delivery of this Agreement by each Holdcothe Company, the performance by each Holdco the Company of its obligations hereunder, and the consummation by each Holdco the Company of the transactions contemplated hereunder, hereunder have been duly authorized and approved by the board of directors and shareholders of each Holdcothe Company and, prior to the Closing, will have been duly authorized by Stockholders holding a requisite majority of the outstanding shares of the Company Capital Stock (the “Company Required Stockholder Vote”), and no other corporate action on the part of each Holdco the Company is necessary to authorize the execution and delivery of this Agreement by each Holdcothe Company, the performance by each Holdco the Company of its obligations hereunder or the consummation by each Holdco the Company of the transactions contemplated hereunder, subject to, in the case of the consummation of the Arrangement, receipt of the Interim Order, Shareholder Approval and receipt of the Final Order. This Agreement has been duly executed and delivered by such Holdco the Company and, assuming due authorization, execution and delivery by the other parties to this Agreement, constitutes a legally valid and binding obligation of such Holdcothe Company, enforceable against such Holdco the Company in accordance with its terms, except as such enforceability may be limited by principles of public policy, and subject to: to (i) the effect of any applicable Law of general application relating to bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights and relief of debtors generally; generally and (ii) the effect of rules of Law and general principles of equity, including rules of Law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding an Action in equity or at Law).