Common use of Power and Authority; Authorization Clause in Contracts

Power and Authority; Authorization. (a) Assuming the accuracy of the representation set forth in the first sentence of Section 5.7, the Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Shareholder Approve”), to consummate the Transactions, including the Merger. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations under this Agreement, and the consummation by the Company of the Transactions have been duly and validly authorized by the Company Board of Directors and no other corporate proceedings on the part of the Company are necessary to authorize the performance of the Company’s obligations under this Agreement or the consummation of, and to consummate, the Transactions, except, with respect to the Merger, the receipt of the Company Shareholder Approval and the Merger Filing. (b) The Company Shareholder Approval is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement and to approve the Transactions, including the Merger, under the NJBCA, the Company Governing Documents and the listing and corporate governance rules and regulations of the NYSE. (c) On or prior to the date hereof the Company Board of Directors has unanimously (i) determined that the terms of the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company Shareholders, (ii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein, and the consummation of the Merger and the other Transactions upon the terms and subject to the conditions contained herein, (iii) declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions contained herein and (iv) resolved to recommend that the Company Shareholders adopt this Agreement. None of the foregoing actions by the Company Board of Directors has been rescinded or modified in any way (not including a Change of Recommendation that may be effected after the date hereof in accordance with the terms of Section 6.6). (d) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution, and delivery of this Agreement by the Parent Entities, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to limitations on enforcement and other remedies imposed by or arising under or in connection with (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting rights of creditors generally, and (ii) rules of law and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (the “General Enforceability Exceptions”).

Power and Authority; Authorization. (ai) Assuming All corporate action necessary on the accuracy part of the representation set forth in Company and its officers, directors and shareholders has been taken for the first sentence of Section 5.7authorization, execution, and delivery by the Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Shareholder Approve”), to consummate the Transactions, including the Merger. The execution and delivery of this Agreement by the Company, and the performance by the Company of its obligations under this Agreement, and the consummation by the Company hereunder. As of the Transactions have been duly and validly authorized by the Company Board of Directors and no other Closing, all corporate proceedings action necessary on the part of the Company are necessary to authorize and its officers, directors and shareholders will have been taken for the performance of the Company’s obligations under this Agreement or the consummation ofauthorization, and to consummate, the Transactions, except, with respect to the Merger, the receipt of the Company Shareholder Approval and the Merger Filing. (b) The Company Shareholder Approval is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement and to approve the Transactions, including the Merger, under the NJBCA, the Company Governing Documents and the listing and corporate governance rules and regulations of the NYSE. (c) On or prior to the date hereof the Company Board of Directors has unanimously (i) determined that the terms of the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company Shareholders, (ii) approved the execution and delivery by the Company of this Agreementany Ancillary Document and any other agreements and/or instruments which it may execute or enter into pursuant to the terms hereof, for the performance by the Company of its covenants and agreements contained hereinobligations thereunder, and for the consummation of the Merger and the other Transactions upon the terms and subject to the conditions contained herein, (iii) declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions contained herein and (iv) resolved to recommend that the Company Shareholders adopt this Agreement. None of the foregoing actions by the Company Board of Directors has been rescinded or modified in any way (not including a Change of Recommendation that may be effected after the date hereof in accordance with the terms of Section 6.6). (d) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, executionissuance (or reservation for issuance), sale and delivery of this all Series B Preferred Shares and Warrants to be sold hereunder and of all Warrant Shares and Conversion Shares. This Agreement by constitutes, and any Ancillary Document or other agreement and/or instrument which the Parent EntitiesCompany may become party to pursuant to the terms hereof will constitute, constitutes the valid and legally binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject to limitations on enforcement and other remedies imposed except (a) as limited by or arising under or in connection with (i) applicable bankruptcy, insolvency, reorganization, moratorium or and other similar Laws now or hereafter in effect relating to or laws of general application affecting enforcement of creditors’ rights of creditors generally, and (iib) rules as limited by laws relating to the availability of law and general principles of equity, including those governing specific performance, injunctive relief or other remedies in the nature of equitable remedies. (ii) All corporate action necessary on the part of any Group Company which is party hereto and its officers, directors and shareholders has been taken for the authorization, execution and delivery by such Group Company of this Agreement and the performance by such Group Company of its obligations hereunder. As of the Closing, all corporate action necessary on the part of any Group Company and its officers, directors and shareholders will have been taken for the authorization, execution and delivery by such Group Company of any Ancillary Document and any other agreements and/or instruments which it may execute or enter into as contemplated hereunder and for the performance by such Group Company of its obligations thereunder. Any Ancillary Document or other agreement and/or instrument which any Group Company may become party to pursuant to the terms hereof will constitute the valid and legally binding obligation of such Group Company, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies (the “General Enforceability Exceptions”)remedies.

Power and Authority; Authorization. Enforceability: No Conflicts Etc. (a) Assuming the accuracy The Company and each of the representation set forth in the first sentence of Section 5.7, the its Subsidiaries has corporate or limited liability company (as applicable) power and authority to own its assets and to carry on its business as it is now being conducted. The Company has all requisite full corporate power and authority to execute and deliver this Agreement andagreement and each other agreement, subject certificate and document contemplated hereby (together with this agreement, the "Transaction Documents") to receipt of the affirmative vote (in person or by proxy) of the holders of which it is a majority of the outstanding shares of Company Common Stock entitled party and to vote thereon to adopt this Agreement (the “Company Shareholder Approve”), perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. Each Subsidiary has full corporate or limited liability company (as applicable) power and authority to own its assets and to carry on its business as it is now being conducted. (b) The execution, including delivery and performance by the MergerCompany of this agreement and the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby has been duly authorized by all requisite corporate action of the Company. The Company has delivered to the Investor the resolutions adopted by its board of directors to authorize the transactions contemplated hereby and the securities to be issued hereunder. (c) This agreement has been, and the other Transaction Documents to which the Company is or will be a party will at the Initial Closing be, duly and validly executed and delivered by the Company and constitutes or will then constitute, as the case may be, the legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms. (d) The execution and delivery by the Company of this Agreement by agreement and each of the Companyother Transaction Documents to which it is a party, the performance by the Company of its obligations under this Agreement, hereunder and thereunder and the consummation by the Company of the Transactions have been duly transactions contemplated hereby and validly authorized thereby do not: (i) violate any provision of the certificate of incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary; (ii) result in: (A) a violation or breach of; or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any material Contract to which the Company or any Subsidiary is a party or by which any of the properties or assets of the Company or any Subsidiary may be bound or otherwise subject; or (B) in the creation or imposition of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries; or (iii) contravene or violate any Law applicable to the Company or any Subsidiary or any of their respective properties or assets. (e) Other than the obligation of the Company to file a registration statement in accordance with the Registration Rights Agreement or as set forth on Schedule 2.2, no prior or subsequent Consent of any Person, including, without limitation, any Governmental Entity, is required to be made or obtained by the Company Board of Directors or any Subsidiary in connection with the execution, delivery and no other corporate proceedings on the part of the Company are necessary to authorize the performance of the Company’s obligations under this Agreement or the consummation of, and to consummate, the Transactions, except, with respect to the Merger, the receipt of the Company Shareholder Approval and the Merger Filing. (b) The Company Shareholder Approval is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement and to approve the Transactions, including the Merger, under the NJBCA, the Company Governing Documents and the listing and corporate governance rules and regulations of the NYSE. (c) On or prior to the date hereof the Company Board of Directors has unanimously (i) determined that the terms of the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company Shareholders, (ii) approved the execution and delivery by the Company of this Agreement, agreement or any of the performance other Transaction Documents to which the Company is a party or the consummation by the Company of its covenants the transactions expressly contemplated hereby and agreements contained herein, and the thereby. (f) The consummation of the Merger and the other Transactions upon the terms and subject to the conditions contained herein, (iii) declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions contained herein and (iv) resolved to recommend that the Company Shareholders adopt this Agreement. None of the foregoing actions by the Company Board of Directors has been rescinded or modified in any way (not including a Change of Recommendation that may be effected after the date hereof in accordance with the terms of Section 6.6). (d) This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution, and delivery of this Agreement by the Parent Entities, constitutes the valid and binding agreement of the Companymerger of Advanced Aesthetics Merger Sub, enforceable against Inc., a Delaware corporation, into Advanced Aesthetics Sub, Inc., a Delaware corporation, which merger is referred to on Schedule 2.1, will not result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the Company in accordance with its terms, subject to limitations conditions or provisions of any Contract listed on enforcement and other remedies imposed by or arising under or in connection with (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting rights of creditors generally, and (ii) rules of law and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (the “General Enforceability Exceptions”)any Disclosure Schedule.

Power and Authority; Authorization. (a) Assuming the accuracy of the representation set forth in the first sentence of Section 5.7, the Company NIC has all requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company NIC Common Stock entitled to vote thereon to adopt this Agreement (the “Company Shareholder ApproveNIC Stockholder Approval”), to consummate the Transactions, including the Merger. The execution and delivery of this Agreement by the CompanyNIC, the performance by the Company NIC of its obligations under this Agreement, and the consummation by the Company NIC of the Transactions have been duly and validly authorized by the Company NIC Board of Directors and no other corporate proceedings proceedings, whether pursuant to the NIC Governing Documents or otherwise, on the part of the Company NIC are necessary to authorize the performance of the CompanyNIC’s obligations under this Agreement or the consummation of, and to consummate, the Transactions, except, with respect to the Merger, the receipt of the Company Shareholder NIC Stockholder Approval and the Merger Filing. (b) The Company Shareholder NIC Stockholder Approval is the only vote of the holders of any class or series of the CompanyNIC’s capital stock necessary to adopt this Agreement and to approve the Transactions, including the Merger, under the NJBCADGCL, the Company NIC Governing Documents and the listing and corporate governance rules and regulations of the NYSENasdaq. (c) On or prior to the date hereof hereof, the Company NIC Board of Directors has unanimously (i) determined that the terms of the Transactions, including the Merger, are advisablefair to, fair to and in the best interests of the Company of, NIC and the Company ShareholdersNIC Stockholders, (ii) approved the execution and delivery by the Company NIC of this Agreement, the performance by the Company NIC of its covenants and agreements contained herein, and the consummation of the Merger and the other Transactions upon the terms and subject to the conditions contained herein, (iii) declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions contained herein and (iv) resolved to recommend that the Company Shareholders adopt this Agreement. None of the foregoing actions by the Company Board of Directors has been rescinded or modified in any way (not including a Change of Recommendation that may be effected after the date hereof in accordance with the terms of Section 6.6iii). (d) This Agreement has been duly and validly executed and delivered by the Company NIC and, assuming the due authorization, execution, and delivery of this Agreement by the Parent Tyler Entities, constitutes the valid and binding agreement of the CompanyNIC, enforceable against the Company NIC in accordance with its terms, subject to limitations on enforcement and other remedies imposed by or arising under or in connection with (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting rights of creditors generally, and (ii) rules of law and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (the “General Enforceability Exceptions”).

Power and Authority; Authorization. (a) Assuming the accuracy of the representation set forth in the first sentence of Section 5.7, the Company NIC has all requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company NIC Common Stock entitled to vote thereon to adopt this Agreement (the “Company Shareholder ApproveNIC Stockholder Approval”), to consummate the Transactions, including the Merger. The execution and delivery of this Agreement by the CompanyNIC, the performance by the Company NIC of its obligations under this Agreement, and the consummation by the Company NIC of the Transactions have been duly and validly authorized by the Company NIC Board of Directors and no other corporate proceedings proceedings, whether pursuant to the NIC Governing Documents or otherwise, on the part of the Company NIC are necessary to authorize the performance of the CompanyNIC’s obligations under this Agreement or the consummation of, and to consummate, the Transactions, except, with respect to the Merger, the receipt of the Company Shareholder NIC Stockholder Approval and the Merger Filing. (b) The Company Shareholder NIC Stockholder Approval is the only vote of the holders of any class or series of the CompanyNIC’s capital stock necessary to adopt this Agreement and to approve the Transactions, including the Merger, under the NJBCADGCL, the Company NIC Governing Documents and the listing and corporate governance rules and regulations of the NYSENasdaq. (c) On or prior to the date hereof hereof, the Company NIC Board of Directors has unanimously (i) determined that the terms of the Transactions, including the Merger, are advisablefair to, fair to and in the best interests of the Company of, NIC and the Company ShareholdersNIC Stockholders, (ii) approved the execution and delivery by the Company NIC of this Agreement, the performance by the Company NIC of its covenants and agreements contained herein, and the consummation of the Merger and the other Transactions upon the terms and subject to the conditions contained herein, (iii) declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions contained herein and (iviii) resolved to recommend that the Company Shareholders NIC Stockholders adopt this Agreement. None of the foregoing actions by the Company NIC Board of Directors has been rescinded or modified in any way (not including unless a Change of Recommendation that may be has been effected after the date hereof in accordance with the terms of Section 6.66.3). (d) This Agreement has been duly and validly executed and delivered by the Company NIC and, assuming the due authorization, execution, and delivery of this Agreement by the Parent Tyler Entities, constitutes the valid and binding agreement of the CompanyNIC, enforceable against the Company NIC in accordance with its terms, subject to limitations on enforcement and other remedies imposed by or arising under or in connection with (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting rights of creditors generally, and (ii) rules of law and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (the “General Enforceability Exceptions”).