Common use of Authority for Agreement Clause in Contracts

Authority for Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the First Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action (including the approval of the Company Special Committee), and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital of the Company, are necessary to authorize this Agreement or to consummate the First Merger or the other transactions contemplated hereby (other than, with respect to the consummation of the First Merger and the approval of this Agreement, the Mergers and the other transactions contemplated hereby, the Company Required Vote). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub I and Merger Sub II, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the Company Special Committee has (i) determined that it is in the best interests of the Company, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders. The only vote of the shareholders of the Company required to approve this Agreement, the Mergers and the other transactions contemplated hereby is the Company Required Vote.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining the Company Stockholder Approval (as defined below) in connection with this Agreement and the Merger, to consummate the First Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action (including on the approval part of the Company Special Committee), and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital of the Company, Company are necessary to authorize this Agreement or to consummate the First Merger or the other transactions contemplated hereby by this Agreement (other than, with respect to than obtaining the consummation of the First Merger Company Stockholder Approval and the approval filing and recordation of this Agreement, appropriate merger documents as required by the Mergers DGCL and the other transactions contemplated hereby, the Company Required VoteDLLC Act). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub I Parent and Merger Sub IISub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its termsterms subject, except as to enforcement thereof may be limited against the Company by (a) of remedies, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the rights and similar Laws relating remedies of creditors generally and to or affecting creditors’ rights generally, the effect of general equitable principles (whether considered of equity. The affirmative vote of a majority in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As voting power of the date outstanding shares of the Company Common Stock entitled to vote in accordance with the DGCL, the Company Certificate of Incorporation and the Company Bylaws (the “Company Stockholder Approval”), acting at a duly called meeting of the stockholders of the Company or by written consent in lieu of such meeting, is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement, the Company Special Committee has (i) determined that it is in the best interests of the Company, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers Merger and the other transactions contemplated hereby by the Company Shareholders. The only vote of the shareholders of the Company required to approve this Agreement, the Mergers and the other transactions contemplated hereby is the Company Required Vote.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents and any other agreements, certificates or documents contemplated hereby or thereby to which it is a party, to perform its obligations hereunder and thereunder and, subject to obtaining the Company Required Vote, to consummate the First Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by the Company of this AgreementAgreement and the other Transaction Documents to which the Company is a party, and the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement, hereby and thereby have been duly authorized by all necessary corporate action (including the approval of the Company Special Committee), Board of Directors) and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital stock of the Company, are necessary to authorize this Agreement or any other Transaction Document to which the Company is a party or to consummate the First Merger or the other transactions contemplated hereby or thereby, (other than, with respect to the consummation of the First Merger and the approval adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement, the Mergers and the other transactions contemplated hereby, the Company Required Vote). This Agreement has been been, and each of the other Transaction Documents to which the Company is a party will be at the Closing, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parentthe other parties hereto and thereto (other than the Company), Merger Sub I this Agreement constitutes, and Merger Sub IIin the case of each of the other Transaction Documents to which the Company is a party will constitute at Closing, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (ai) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting the enforcement of creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, general as from time to time in effect, effect or (bii) the exercise by courts of equity powers. As of the date of this Agreement, the Company Special Committee has (i) determined that it is in the best interests of the Company, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders. The only vote of the shareholders of the Company required to approve this Agreement, the Mergers and the other transactions contemplated hereby is the Company Required Vote.

Authority for Agreement. The Company has all necessary corporate power full power, authority and authority legal right to execute and deliver this Agreemententer into and, to upon receipt of the Requisite Vote, perform its obligations hereunder under this Agreement and the other documents contemplated hereby to which the Company is or will be a party and to consummate the First Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action (including the approval of the Company Special Committee), and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital of the Company, are necessary to authorize this Agreement or to consummate the First Merger or the other transactions contemplated hereby (other than, with respect to the consummation of the First Merger and the approval of this Agreement, the Mergers and the other transactions contemplated hereby, the Company Required Vote). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub I and Merger Sub II, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powersthereby. As of the date of this Agreement, the board of directors of the Company Special Committee has (i) determined that it is in unanimously approved the best interests of Merger, this Agreement and the Company, other documents contemplated hereby and declared it advisable, to enter into this Agreement, (ii) approved the transactions contemplated hereby and thereby and authorized the execution, delivery and performance of this Agreement by and the Company other documents contemplated hereby and the consummation of the transactions contemplated herebyhereby and thereby, including (ii) resolved to recommend approval and adoption by the Mergers Stockholders of the Merger, this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and (iii) resolved not withdrawn or modified such approval or resolution to recommend recommend. Upon receipt of the approval Requisite Vote, no other corporate proceedings on the part of the Company or, immediately following the execution and delivery of this Agreement, any Stockholder are, or will be, necessary to approve and authorize the Mergers execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other documents contemplated hereby have been duly executed and delivered by the Company and are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. The Requisite Vote is the only vote of Stockholders necessary to approve and authorize the Merger, this Agreement and the other documents contemplated hereby and the other transactions contemplated hereby by the Company Shareholders. The only vote of the shareholders of the Company required to approve this Agreement, the Mergers and the other transactions contemplated hereby is the Company Required Votethereby.

Authority for Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the First Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action (including the approval of the Company Special CommitteeBoard of Directors), and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital stock of the Company, are necessary to authorize this Agreement or to consummate the First Merger or the other transactions contemplated hereby (other than, with respect to the consummation of the First Merger and the approval adoption of this Agreement, the Mergers and the other transactions contemplated hereby, the Company Required Vote). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by ParentCF Corp, Merger Sub I Parent and Merger Sub IISub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the Company Special Committee Board of Directors has (i) determined that it is in the best interests of the Companyapproved, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Mergers Merger, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, (iii) resolved directed that this Agreement be submitted to recommend the approval Company Stockholders for adoption and (iv) recommended that the Company Stockholders adopt this Agreement and the transactions contemplated hereby, including the Merger, at the Company Stockholders Meeting, if required to be held pursuant to the terms of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders. The only vote of the shareholders stockholders of the Company required to adopt this Agreement and approve this Agreement, the Mergers and the other transactions contemplated hereby is the Company Required Vote.

Authority for Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the First Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action (including the approval of the Company Special CommitteeBoard of Directors), and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital stock of the Company, are necessary to authorize this Agreement or to consummate the First Merger or the other transactions contemplated hereby (other than, with respect to the consummation of the First Merger and the approval adoption of this Agreement, the Mergers and the other transactions contemplated hereby, the Company Required Vote). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub I Parent and Merger Sub IISub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the Company Special Committee Board of Directors has unanimously adopted resolutions (i) determined determining that it is this Agreement, the Merger and the other transactions contemplated hereby are fair, advisable and in the best interests of the Company, Company and declared it advisable, to enter into this Agreementthe Company Stockholders, (ii) approved the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of approving this Agreement, the Mergers Merger and the other transactions contemplated hereby and (iii) declaring this Agreement is fair to, advisable and in the best interests of the Company and the Company Stockholders and recommending the adoption by the Company ShareholdersStockholders of this Agreement, the Merger and the other transactions contemplated hereby. The only vote of the shareholders of the Company Stockholders required to approve adopt this Agreement, the Mergers Merger and the other transactions contemplated hereby is the Company Required Vote.

Authority for Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the First Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action (including the approval of the Company Special CommitteeBoard of Directors), and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital stock of the Company, are necessary to authorize this Agreement or to consummate the First Merger or the other transactions contemplated hereby (other than, with respect to the consummation of the First Merger and Merger, the approval adoption of this Agreement, the Mergers and the other transactions contemplated hereby, Agreement by the Company Required Vote). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by ParentAIG, Merger Sub I Parent and Merger Sub IISub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the Company Special Committee Board of Directors has (i) determined that it is in the best interests of the Companyapproved, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Mergers Merger, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, (iii) resolved directed that this Agreement be submitted to recommend the approval Company Stockholders for adoption and (iv) recommended that the Company Stockholders adopt this Agreement and the transactions contemplated hereby, including the Merger, at the Company Stockholders Meeting, if required to be held pursuant to the terms of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders. The only vote of the shareholders stockholders of the Company required to adopt this Agreement and approve this Agreement, the Mergers and the other transactions contemplated hereby is the Company Required Vote.

Authority for Agreement. The Company Each of the Purchaser Parties has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the First Merger (in the case of Parent, NERC Merger Sub and NWRC Merger Sub) and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company Purchaser Parties of this Agreement, and the consummation by the Company Parent, NERC Merger Sub, and NWRC Merger Sub of the First Merger and the consummation by the Purchaser Parties of the other transactions contemplated by this AgreementAgreement and the Plan of Merger, have FD 36250 REDACTED AGREEMENT 57966511 v21 been duly authorized by all necessary corporate and/or limited liability action (including the approval of the Company Special Committee), and no other corporate or limited liability company proceedings on the part of any of the CompanyPurchaser Parties, and no other votes or approvals of any class or series of share capital stock or membership interest of any of the CompanyPurchaser Parties, are necessary to authorize this Agreement and the Plan of Merger or to consummate the First Merger or the other transactions contemplated hereby (other than, with respect to the consummation of the First Merger and the approval of this Agreement, the Mergers and the other transactions contemplated hereby, the Company Required Vote). This Agreement has been duly executed and delivered by each of the Company Purchaser Parties and, assuming the due authorization, execution and delivery by Parent, Merger Sub I and Merger Sub II, the Seller Parties constitutes a legal, valid and binding obligation of the Company Purchaser Parties enforceable against the Company Purchaser Parties in accordance with its terms, except as enforcement thereof may be limited against any of the Company Purchaser Parties by (ai) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (bii) the exercise by courts of equity powers. As of the date of this Agreement, the Company Special Committee has (i) determined that it is in the best interests of the Company, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders. The only vote of the shareholders of the Company required to approve this Agreement, the Mergers and the other transactions contemplated hereby is the Company Required Vote.

Authority for Agreement. The Company has all necessary corporate power full power, authority and authority legal right to execute enter into and deliver this Agreement, to perform its obligations hereunder under this Agreement and the other documents contemplated hereby to which the Company is or will be a party and to consummate the First Merger transactions contemplated hereby and thereby. The board of directors of the Company has (a) unanimously approved the Merger, this Agreement and the other transactions documents contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, hereby and the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action (including the approval of the Company Special Committee), and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital of the Company, are necessary to authorize this Agreement or to consummate the First Merger or the other transactions contemplated hereby (other than, with respect to the consummation of the First Merger and the approval of this Agreement, the Mergers thereby and the other transactions contemplated hereby, the Company Required Vote). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub I and Merger Sub II, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the Company Special Committee has (i) determined that it is in the best interests of the Company, and declared it advisable, to enter into this Agreement, (ii) approved authorized the execution, delivery and performance of this Agreement by and the Company other documents contemplated hereby and the consummation of the transactions contemplated herebyhereby and thereby, including the Mergers and (iiib) resolved to recommend approval and adoption by the stockholders of the Merger, this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and (c) not withdrawn or modified such approval or resolution to recommend. No other corporate proceedings on the part of the Company or, immediately following the execution and delivery of this Agreement, any stockholder of the Mergers Company are, or will be, necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other documents contemplated hereby have been duly executed and delivered by the Company and are legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. The affirmative vote of (A) a majority of all issued and outstanding shares of Company Class A Common Stock, Company Series C Preferred Stock and Company Series D-1 Preferred Stock, voting together as a single class; (B) at least 66 2/3 % of all issued and outstanding shares of Company Series A Preferred Stock; and (C) a majority of all issued and outstanding shares of Company Series C Preferred Stock, voting as a single class, is the only vote of stockholders of the Company, including the holders of any class or series of capital stock of the Company, necessary to approve and authorize the Merger, this Agreement and the other documents and the other transactions contemplated hereby by and thereby (the Company Shareholders“Required Vote”). The only vote Except as set forth on Schedule 3.2, as of the shareholders date hereof, the holders of the Company required Stock that are listed on the signature pages to approve this AgreementAgreement own (beneficially and of record) and have the right to vote, in the Mergers aggregate, all of the total issued and the other transactions contemplated hereby is outstanding Company Class A Company Stock, all of the Company Required VoteClass B Common Stock and all of the Company Preferred Stock.

Authority for Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the First Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action (including the approval of the Company Special CommitteeBoard of Directors), and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital stock of the Company, are necessary to authorize this Agreement or to consummate the First Merger or the other transactions contemplated hereby (other than, with respect to the consummation of the First Merger and the approval adoption of this Agreement, the Mergers Merger and the other transactions contemplated hereby, the Company Required Vote). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub I Pxxxxx and Merger Sub IISub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powerspowers (the “Bankruptcy and Equity Exception”). As The Company Board of Directors, at a meeting duly called and held on or prior to the date of this Agreementhereof, the Company Special Committee has (i) determined that it is this Agreement, the Merger and the other transactions contemplated hereby are fair, advisable and in the best interests of the CompanyCompany and the Company Stockholders, and declared it advisable, to enter into (ii) approved this Agreement, the Merger and the other transactions contemplated hereby, (iiiii) declared it advisable and recommended that the Company Stockholders adopt this Agreement, the Merger and the other transactions contemplated hereby, (iv) approved the execution, delivery and performance of this Agreement by the Company and the Company Stockholders of this Agreement and, subject to the Company Required Vote, the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers Merger and the other transactions contemplated hereby by hereby, and (v) directed that in the event the Stockholder Written Consent is not delivered to Parent in accordance with Section 6.04, and Parent has not terminated this Agreement in accordance with Section 8.01(i), the adoption of this Agreement be submitted to a vote at a meeting of the Company ShareholdersStockholders. The only vote of the shareholders stockholders of the Company required to approve adopt this Agreement, the Mergers Merger and the other transactions contemplated hereby is the Company Required Vote.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and to perform its obligations hereunder and thereunder and to consummate the First Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by the Company of this Agreement, Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement, hereby and thereby have been duly and validly authorized by all necessary corporate action (including the approval of the Company Special Committee), action; and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital of the Company, Company are necessary to authorize this Agreement or any instrument required hereby to be executed and delivered by the Company at the Closing or to consummate the First Merger or transactions so contemplated. The board of directors of the other transactions contemplated hereby (other thanCompany duly determined that it is fair to, with respect advisable for and in the best interests of, the Company Stockholders for the Company to enter into a business combination upon the terms and subject to the consummation of the First Merger and the approval conditions of this Agreement, the Mergers has unanimously approved and adopted this Agreement and the other transactions contemplated hereby, Merger and has unanimously recommended that the Company Required Vote)Stockholders approve and adopt this Agreement and the Merger. None of such actions by the board of directors of the Company has been amended, rescinded or modified. This Agreement has been been, and each instrument required hereby to be executed and delivered by the Company at the Closing will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub I and Merger Sub IIthe Representative, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) subject to bankruptcy, insolvency, fraudulent conveyancereorganization or similar laws of general application affecting the rights and remedies of creditors, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in generalprinciples. The Company shall have, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this AgreementClosing, the Company Special Committee has (i) determined taken all necessary and appropriate actions so that it is each Option, Warrant and Retention RSU will be treated in the best interests Merger in accordance with the provisions of the CompanySections 2.4, 2.5 and declared it advisable2.6, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders. The only vote of the shareholders of the Company required to approve this Agreement, the Mergers and the other transactions contemplated hereby is the Company Required Voterespectively.

Authority for Agreement. The Company has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and each instrument required hereby to be executed and delivered by it and, subject to Section 3.6, to perform its obligations hereunder and thereunder and to consummate the First Merger transactions hereby and the other transactions contemplated by this Agreementthereby. The execution, delivery and performance by the Company of this Agreement, Agreement and each instrument required hereby to which it is a party and the consummation by the Company of the First Merger and the other transactions contemplated to be performed by this Agreementit hereby and thereby have been, have been subject to Section 3.6, duly authorized by all necessary and proper corporate action (including the approval of the Company Special Committee), and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital of than the Company, are necessary to authorize this Agreement or to consummate the First Merger or the other transactions contemplated hereby (other than, with respect to the consummation of the First Merger and the approval of this Agreement, the Mergers and the other transactions contemplated hereby, the Company Required Vote)Requisite Stockholder Approval. This Agreement has been been, and each instrument required hereby to be executed and delivered by the Company at the Closing will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub I and Merger Sub IIthe Representative, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against subject to (i) the Company by (a) effect of any applicable Law of general application relating to bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganizationreorganization or similar laws of general application affecting the rights and remedies of creditors and relief of debtors generally and (ii) the effect of rules of law and general principles of equity principles including rules of Applicable Law and general principles of equity governing specific performance, moratorium injunctive relief and similar Laws relating to or affecting creditors’ rights generally, general other equitable principles remedies (regardless of whether such enforceability is considered in a proceeding in equity or at lawApplicable Law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the Company Special Committee has (i) determined that it is in the best interests of the Company, and declared it advisable, to enter into this Agreement, (ii) approved together, the execution"Enforceability Exceptions"). Assuming the Requisite Stockholder Approval is obtained, the execution and delivery and performance of this Agreement by the Company and each instrument required hereby to be executed and delivered by the Company at the Closing, the compliance by the Company with the provisions of this Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and the consummation of the transactions contemplated herebyhereby or thereby, including will not (i) conflict with or violate the Mergers and Company Organizational Documents, each as currently in effect, (ii) assuming that all Consents set forth on Section 3.6 to the Disclosure Schedule have been obtained or made, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contract, Permit or other interest to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which its assets are subject, (iii) resolved to recommend result in the approval creation or imposition of this Agreement, the Mergers and the any Lien (other transactions contemplated hereby by the Company Shareholders. The only vote of the shareholders than Permitted Liens) upon any assets of the Company required to approve this Agreement, the Mergers and the other transactions contemplated hereby is the or any of its Subsidiaries or any shares of Company Required VoteStock or shares of capital stock of its Subsidiaries or (iv) violate in any material respect any Applicable Law or any of their respective properties or assets.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining necessary stockholder approval, to consummate the First Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action (including including, without limitation, the unanimous approval of the Company Special Committee), Board of Directors) and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital of the Company, Company are necessary to authorize this Agreement or to consummate the First Merger or the other transactions contemplated hereby by this Agreement (other than, with respect to the consummation Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the First Merger voting power of the then outstanding shares of Company Common Stock and the approval filing and recordation of this Agreement, appropriate merger documents as required by the Mergers and the other transactions contemplated hereby, the Company Required VoteDGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub I Parent and Merger Sub IIPurchaser, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant . The affirmative vote of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As holders of the date outstanding shares of Company Common Stock entitled to vote at a duly called and held meeting of stockholders is the only vote of the Company's stockholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on April 26, 1999, the Company Special Committee has Board of Directors unanimously (i) determined that it is this Agreement and the other transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company, Company and declared it advisable, to enter into this Agreementthe holders of shares of Company Common Stock, (ii) approved approved, authorized and adopted this Agreement, the execution, delivery and performance of this Agreement by the Company Merger and the consummation of the other transactions contemplated hereby, including the Mergers and (iii) resolved resolved, subject to the rights of the Company Board of Directors under Section 5.6 hereof, to recommend that the stockholders of the Company approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified. The action taken by the Company Board of Directors constitutes approval of this Agreement, the Mergers Merger and the other transactions contemplated hereby by the Company Shareholders. The only vote Board of Directors under the provisions of Section 203 of the shareholders DGCL such that Section 203 of the Company required DGCL does not apply to approve this Agreement, the Mergers and Agreement or the other transactions contemplated hereby is hereby. (c) Lazard Freres & Co. LLC has advised the Company Required Vote.Board of Directors of its opinion, and has undertaken to deliver to the Company Board of Directors such opinion in writing dated the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained therein, the Merger Consideration is fair, from a financial point of view, to such holders. Section 3.4

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each instrument required hereby to be executed and delivered by the Company and to perform its obligations hereunder and thereunder and to consummate the First Merger and the other transactions contemplated by this Agreementhereby and thereby. The executionCompany Board, delivery by resolutions duly adopted (and performance not thereafter amended, modified or rescinded) by the Company of this Agreementunanimous vote (with no abstentions) at a meeting duly called and held, and the consummation by the Company has taken all of the First Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action (including the approval of the Company Special Committee)actions set forth in Section 2.2(a) hereof, and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital of the Company, Company are necessary to authorize approve or adopt this Agreement or under applicable Legal Requirements and to consummate the First Merger or the other transactions contemplated hereby (other than, with respect to the consummation of the First Merger and the approval of this Agreement, the Mergers and the other transactions contemplated hereby, subject only to obtaining the Necessary Consents. Each of this Agreement and each instrument required hereby to be executed and delivered by the Company Required Vote). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub I Parent and Merger Sub IISub, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or similar laws of general application affecting the rights and similar Laws relating to or affecting creditors’ rights remedies of creditors generally, and to general equitable principles (whether considered equity principles. The Company has taken or will take all necessary and appropriate actions so that each Company Option will be treated in a proceeding the Merger in equity or at lawaccordance with the provisions of Section 4.3. The Company Board has terminated the GWT Agreement and paid the termination fee in accordance with Section 8.1(c)(iii) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this GWT Agreement, the Company Special Committee and has (i) determined that it is complied in the best interests all material respects with its obligations under Section 6.1 of the Company, and declared it advisable, to enter into this GWT Agreement, (ii) approved the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders. The only vote of the shareholders of the Company required to approve this Agreement, the Mergers and the other transactions contemplated hereby is the Company Required Vote.

Authority for Agreement. The Subject to obtaining the requisite shareholder approval of this Agreement and the principal terms of the Merger by the Requisite Vote, the Company and has all necessary the requisite corporate power power, authority and authority legal right to execute enter into and deliver this Agreement, to perform its obligations hereunder under this Agreement and the Transaction Agreements to which the Company is or will be a party (the “Company Transaction Agreements”) and to consummate the First Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by the Company board of this Agreement, and the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action (including the approval directors of the Company Special Committee), and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital of the Company, are necessary to authorize this Agreement or to consummate the First Merger or the other transactions contemplated hereby (other than, with respect to the consummation of the First Merger and the approval of this Agreement, the Mergers and the other transactions contemplated hereby, the Company Required Vote). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub I and Merger Sub II, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. As of the date of this Agreement, the Company Special Committee has (i) determined that it is in unanimously approved the best interests of Merger, this Agreement and the Company, Company Transaction Agreements and declared it advisable, to enter into this Agreement, (ii) approved the transactions contemplated hereby and thereby and authorized the execution, delivery and performance of this Agreement and the Company Transaction Agreements and the consummation by the Company of the transactions contemplated hereby and thereby, (ii) resolved to recommend approval by the Shareholders of this Agreement and the principal terms of the Merger and (iii) not withdrawn or modified such approval or resolution to recommend. No other corporate proceedings on the part of the Company or any of its Subsidiaries or, immediately following the execution and delivery of this Agreement, any Shareholder of the Company are, or will be, necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement and the Company Transaction Agreements have been or will be duly executed and delivered by the Company and the consummation are or will be legal, valid and binding obligations of the transactions contemplated herebyCompany, including enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Mergers and (iii) resolved to recommend the approval enforcement of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholderscreditors’ rights in general. The Requisite Votes are the only vote votes of the shareholders Shareholders of the Company required necessary to approve this Agreement, the Mergers Agreement and the other transactions contemplated hereby is principal terms of the Company Required VoteMerger.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and to perform its obligations hereunder and thereunder and to consummate the First Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by the Company of this Agreement, Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement, hereby and thereby have been duly and validly authorized by all necessary corporate action (including action; the approval of the Company Special Committee), Requisite Stockholder Approval has been received; and no other corporate proceedings on the part of the Company, and no other votes or approvals of any class or series of share capital of the Company, Company are necessary to authorize this Agreement or any instrument required hereby to be executed and delivered by the Company at the Closing or to consummate the First Merger or transactions so contemplated. The board of directors of the other transactions contemplated hereby (other thanCompany duly determined that it is fair to, with respect advisable for and in the best interests of, the Company Stockholders for the Company to enter into a business combination upon the terms and subject to the consummation of the First Merger and the approval conditions of this Agreement, the Mergers has unanimously approved and adopted this Agreement and the other transactions contemplated hereby, Merger and has unanimously recommended that the Company Required Vote)Stockholders approve and adopt this Agreement and the Merger. None of such actions by the board of directors of the Company has been amended, rescinded or modified. This Agreement has been been, and each instrument required hereby to be executed and delivered by the Company at the Closing will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Merger Sub I and Merger Sub IIthe Representative, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) subject to bankruptcy, insolvency, fraudulent conveyancereorganization or similar laws of general application affecting the rights and remedies of creditors, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powersprinciples. As of the date Effective Time, the Charter will have been amended by the Charter Amendment to provide that in connection with the Merger, each Company Stockholder shall be entitled to receive the consideration as set forth in this Agreement and, subject to the provisions of this AgreementSection 2, no Company Stockholder shall be entitled to receive any different or additional amount in the Merger with respect to shares of Company Stock held by such Company Stockholder. At the Effective Time, the Company Special Committee has (i) determined will have taken all necessary and appropriate actions so that it is each Option and Warrant will be treated in the best interests Merger in accordance with the provisions of the Company, Sections 2.4 and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders. The only vote of the shareholders of the Company required to approve this Agreement, the Mergers and the other transactions contemplated hereby is the Company Required Vote2.5.