Common use of Authority; No Conflicts Clause in Contracts

Authority; No Conflicts. (i) GBC has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject, in the case of the consummation of the Merger, to the approval and adoption of this Agreement and the Merger by the Required GBC Vote (as defined in Section 5.1(g)). The execution and delivery of this Agreement, the Employee Matters Agreement and the Lane/GBC Tax Allocation Agreement by GBC and the consummation by GBC of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of GBC, subject in the case of the consummation of the Merger, to the approval and adoption of this Agreement and the Merger by the Required GBC Vote. This Agreement and the Employee Matters Agreement have been, and the Lane/GBC Tax Allocation Agreement will be, duly executed and delivered by GBC and, assuming the due authorization and valid execution and delivery of this Agreement by each of Fortune, ACCO and Acquisition Sub, the due authorization and valid execution and delivery by Fortune and ACCO of the Employee Matters Agreement and the due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lane, as applicable, constitute or will constitute valid and binding agreements of GBC, enforceable against GBC in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Conflicts. (i) GBC The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated herebyOption Agreement and, subject, in the case of the consummation of the MergerMerger only, to the approval adoption of this Agreement by the Required Company Vote, to consummate the transactions contemplated hereby and adoption thereby (which shall include, for all purposes hereunder, without limitation, the making and consummation of the Tender Offer (as defined herein) and all transactions contemplated thereby, the making of the Deposit (as defined herein) and the execution, delivery and performance of the Supplemental Indenture (as defined herein)). The execution, delivery and performance of this Agreement and the Merger by the Required GBC Vote (as defined in Section 5.1(g)). The execution and delivery of this Agreement, the Employee Matters Option Agreement and the Lane/GBC Tax Allocation Agreement by GBC and the consummation by GBC of the transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of GBCthe Company, subject subject, in the case of the consummation of the MergerMerger only, to the approval and adoption of this Agreement and the Merger by the Required GBC Company Vote. This Agreement and the Employee Matters Agreement have been, and the Lane/GBC Tax Allocation Agreement will be, has been duly executed and delivered by GBC andthe Company and constitutes the legal, assuming the due authorization and valid execution and delivery of this Agreement by each of Fortune, ACCO and Acquisition Sub, the due authorization and valid execution and delivery by Fortune and ACCO of the Employee Matters Agreement and the due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lane, as applicable, constitute or will constitute valid and binding agreements obligation of GBCthe Company, enforceable against GBC it in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither Article 9 nor Article 9A of Chapter 55 of the General Statutes of North Carolina apply to the Company.

Authority; No Conflicts. (i1) GBC has WAXS and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby, subject, in the case of the consummation of the MergerWAXS, to the approval and adoption by the stockholders of this Agreement and the Merger WAXS by the Required GBC WAXS Vote (as defined in Section 5.1(g3.1(g))) of this Agreement, the Merger and the other transactions contemplated hereby and, in the case of Merger Sub, the affirmative vote of WAXS, as sole stockholder thereof, of this Agreement, the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement, the Employee Matters Agreement and the Lane/GBC Tax Allocation Agreement by GBC consummation of the Merger and the consummation by GBC of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of GBCWAXS and Merger Sub, subject subject, in the case of the consummation of the MergerWAXS, to the approval and adoption by the stockholders of WAXS of this Agreement Agreement, the Merger and the Merger transactions contemplated hereby by the Required GBC VoteWAXS Vote and subject, in the case of Merger Sub, to the affirmative vote of WAXS, as sole stockholder thereof, of this Agreement, the Merger and the other transactions contemplated hereby. This Agreement and the Employee Matters Agreement have been, and the Lane/GBC Tax Allocation Agreement will be, has been duly executed and delivered by GBC and, assuming the due authorization WAXS and valid execution Merger Sub and delivery of this Agreement by each of Fortune, ACCO and Acquisition Sub, the due authorization and valid execution and delivery by Fortune and ACCO of the Employee Matters Agreement and the due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lane, as applicable, constitute or will constitute constitutes a valid and binding agreements agreement of GBCeach of WAXS and Merger Sub, enforceable against GBC it in accordance with their respective its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or other laws affecting creditors the enforcement of creditors' rights generally or by general equity equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Conflicts. (i) GBC Regis has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Regis is contemplated thereby to be a party and to consummate the transactions contemplated herebyhereby and thereby, subject, in the case of the consummation of the Merger, subject to the approval and adoption by the holders of this Agreement Regis Common Stock of the issuance of additional shares of Regis Common Stock in connection with the Merger (the “Regis Share Issuance”) and the Merger amendment of the Articles of Incorporation of Regis as set forth in Exhibit E (the “Regis Charter Amendment”) by the Required GBC Regis Share Issuance Vote (as defined in Section 5.1(g))and the Required Regis Charter Vote, respectively. The execution and delivery of this Agreement, the Employee Matters Agreement and the Lane/GBC Tax Allocation Agreement Transaction Agreements with respect to which Regis is contemplated thereby to be a party by GBC Regis and the consummation by GBC Regis of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of GBCRegis, subject in the case of the consummation of the Merger, to the approval and adoption of this Agreement the Regis Share Issuance and the Merger Regis Charter Amendment by the Required GBC Regis Share Issuance Vote and the Required Regis Charter Vote, respectively. This Agreement and the Employee Matters Agreement have has been, and the Lane/GBC Tax Allocation Agreement Transaction Agreements with respect to which Regis is contemplated thereby to be a party will be, duly executed and delivered by GBC Regis and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreement with respect to which Regis is contemplated thereby to be a party by each of Fortune, ACCO the other parties hereto and Acquisition Sub, the due authorization and valid execution and delivery by Fortune and ACCO of the Employee Matters Agreement and the due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lanethereto, as applicable, constitute constitutes or will constitute a valid and binding agreements agreement of GBCRegis, enforceable against GBC Regis in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Conflicts. (i) GBC The Company has all requisite corporate power and corporate authority to enter into this Agreement and and, if required, subject to the adoption of this Agreement by the requisite vote of the holders of Company Common Stock, to consummate the transactions contemplated hereby, subject, in the case of the consummation of the Merger, to the approval and adoption of this Agreement and the Merger by the Required GBC Vote (as defined in Section 5.1(g)). The execution and delivery of this Agreement, the Employee Matters Agreement and the Lane/GBC Tax Allocation Agreement by GBC and the consummation by GBC of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of GBCthe Company, if required, subject in the case of the consummation of the Merger, Merger to the approval and adoption of this Agreement and the Merger by the Required GBC Voterequisite vote of the holders of Company Common Stock, and no other corporate proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the Employee Matters Agreement have been, and the Lane/GBC Tax Allocation Agreement will be, has been duly executed and delivered by GBC the Company and, assuming the due authorization and valid execution and delivery of this Agreement by each of Fortune, ACCO and Acquisition Sub, the due authorization and valid execution and delivery by Fortune and ACCO of the Employee Matters Agreement Parent and the due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by LanePurchaser, as applicable, constitute or will constitute constitutes a valid and binding agreements agreement of GBCthe Company, enforceable against GBC it in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has, at a meeting duly called and held, (A) approved this Agreement, the Offer and the Merger and the transactions contemplated hereby, (B) declared that the Offer, this Agreement and the Merger are advisable, fair to and in the best interests of the Company and its stockholders, and (C) made the Company Tender Recommendation. Such actions are sufficient to render inapplicable to this Agreement, the Offer and the Merger and the other transactions contemplated hereby the restrictions on business combinations set forth in Section 203 of the DGCL. No other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Offer, the Merger or any other transaction contemplated hereby.

Authority; No Conflicts. (ia) GBC Subject to approval of its stockholders, ----------------------- Paracer has all requisite corporate power and authority to enter into make, execute and deliver this Agreement and all other agreements which Paracer is to enter as a party hereunder, including the Certificate of Merger (collectively, the "Transaction Documents"), and to consummate the transactions contemplated hereby, subject, in the case of the consummation of the Merger, to the approval hereby and adoption of this Agreement and the Merger by the Required GBC Vote (as defined in Section 5.1(g))thereby. The execution and delivery of this Agreement, the Employee Matters Agreement and the Lane/GBC Tax Allocation Agreement by GBC other Transaction Documents to which Paracer is or will be a party and the consummation by GBC of the transactions contemplated hereby and thereby have been duly approved and authorized by all necessary corporate action on the part of GBCParacer, subject in the case of the consummation of the Merger, only to the approval and adoption of this Agreement and the Merger by Paracer's stockholders as required by the Required GBC VoteDGCL. This Agreement and the Employee Matters Agreement other Transaction Documents to which Paracer is a party have been, and the Lane/GBC Tax Allocation Agreement been or will be, be duly executed and delivered by GBC Paracer and, assuming the due authorization and valid execution and delivery of this Agreement by each of Fortuneauthorization, ACCO and Acquisition Sub, the due authorization and valid execution and delivery by Fortune Stratos and ACCO of the Employee Matters Agreement and the due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lane, as applicableSub, constitute or will constitute the valid and binding agreements obligations of GBCParacer, enforceable against GBC Paracer in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and or other similar Applicable Laws laws affecting or relating to or affecting creditors generally or by creditors' rights generally, (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies, and (iii) general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity.

Authority; No Conflicts. (ia) GBC Each of Parent, Buyer, Merger Sub 1 and Merger Sub 2 has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Ancillary Agreements to be executed and delivered by them as contemplated hereby and to consummate the transactions contemplated hereby, subject, in the case of the consummation of the Merger, to the approval hereby and adoption of this Agreement and the Merger by the Required GBC Vote (as defined in Section 5.1(g))thereby. The execution execution, delivery and delivery performance of this Agreement, the Employee Matters Agreement and the Lane/GBC Tax Allocation Agreement Ancillary Agreements executed and delivered by GBC Parent, Buyer, Merger Sub 1 and Merger Sub 2 if and as contemplated hereby, and the consummation by GBC of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary (1) the Board of Directors of each of Parent, Buyer, Merger Sub 1 and Merger Sub 2 and (2) Buyer, in its capacity as the sole stockholder of Merger Sub 1 and Merger Sub 2, and no other corporate or stockholder action on the part of GBCParent, subject in Buyer, Merger Sub 1 or Merger Sub 2 or their respective stockholders is necessary to authorize the case of the consummation of the Mergerexecution, to the approval delivery and adoption performance of this Agreement and the Ancillary Agreements by either Parent, Buyer, Merger by Sub 1 or Merger Sub 2 and the Required GBC Voteconsummation of the transactions contemplated hereby and thereby. This Agreement and the Employee Matters Agreement have been, and the Lane/GBC Tax Allocation Agreement will be, duly Ancillary Agreements to be executed and delivered by GBC andParent, Buyer, Merger Sub 1 and Merger Sub 2 as contemplated hereby, when delivered in accordance with the terms hereof, assuming the due authorization and valid execution and delivery of this Agreement and each other Ancillary Agreements by the other parties hereto and thereto, shall have been duly executed and delivered by each of FortuneParent, ACCO Buyer, Merger Sub 1 and Acquisition Sub, the due authorization Merger Sub 2 and valid execution and delivery by Fortune and ACCO of the Employee Matters Agreement and the due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lane, as applicable, constitute or will constitute shall be valid and binding agreements obligations of GBCParent, Buyer, Merger Sub 1 and Merger Sub 2, enforceable against GBC each of them in accordance with their respective terms, except as such to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equitable principles.

Authority; No Conflicts. (i) GBC The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated herebyOption Agreement and, subject, in the case of the consummation of the MergerMerger only, to the approval adoption of this Agreement by the Required Company Vote, to consummate the transactions contemplated hereby and adoption thereby. The execution, delivery and performance of this Agreement and the Merger by the Required GBC Vote (as defined in Section 5.1(g)). The execution and delivery of this Agreement, the Employee Matters Option Agreement and the Lane/GBC Tax Allocation Agreement by GBC and the consummation by GBC of the transactions contemplated hereby and thereby have been duly authorized by the unanimous vote of the Board of Directors of the Company (at a meeting duly called and a quorum being present) and all necessary corporate action on the part of GBCthe Company, subject subject, in the case of the consummation of the MergerMerger only, to the approval and adoption of this Agreement and the Merger by the Required GBC Company Vote. This Agreement and the Employee Matters Agreement have been, and the Lane/GBC Tax Allocation Agreement will be, has been duly executed and delivered by GBC andthe Company and constitutes the legal, assuming the due authorization and valid execution and delivery of this Agreement by each of Fortune, ACCO and Acquisition Sub, the due authorization and valid execution and delivery by Fortune and ACCO of the Employee Matters Agreement and the due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lane, as applicable, constitute or will constitute valid and binding agreements obligation of GBCthe Company, enforceable against GBC it in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing. The Board of Directors of the Company has (i) unanimously approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby and has declared that the Merger and this Agreement and the other transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and (ii) unanimously taken all action necessary to render inapplicable to the transactions contemplated by this Agreement, by the Option Agreement and by the Voting Agreement, the provisions of Article VII of the Company's Articles of Incorporation and any state anti-takeover or similar law, including any such law relating to the voting of shares or a moratorium on the consummation of any business combination. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the holders of the Company Common Stock to obtain the Required Company Vote and, subject to the terms hereof, has unanimously recommended that such holders vote for approval and adoption of this Agreement and the transactions contemplated hereby. Neither 14 Article 9 nor Article 9A of Chapter 55 of the General Statut es of North Carolina apply to the Company.

Authority; No Conflicts. (i) GBC Teleglobe has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or may become a party and, subject to the approval by the Required Articles Amendment Vote or the Required By-Law Amendment Vote of the Teleglobe Articles Amendment or the Teleglobe By-Law Amendment, respectively, to consummate the transactions contemplated hereby, subject, in the case of the consummation of the Merger, to the approval hereby and adoption of this Agreement and the Merger by the Required GBC Vote (as defined in Section 5.1(g))thereby. The execution and delivery of this Agreement, the Employee Matters Agreement and the Lane/GBC Tax Allocation Agreement by GBC other Transaction Documents to which it is or may become a party and the consummation by GBC of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of GBCTeleglobe, subject in the case of the consummation of Teleglobe Articles Amendment or the MergerTeleglobe By- Law Amendment, as the case may be, to the approval and adoption of this Agreement and the Merger by the Required GBC Articles Amendment Vote or the Required By-Law Amendment Vote, as the case may be. This Agreement and the Employee Matters Agreement have has been, and the Lane/GBC Tax Allocation Agreement other Transaction Documents to which Teleglobe is or may become a party have been or will bebe when executed by Teleglobe, duly executed and delivered by GBC andTeleglobe, assuming the due authorization and valid execution and delivery of this Agreement by each of Fortune, ACCO and Acquisition Sub, the due authorization and valid execution and delivery by Fortune and ACCO of the Employee Matters Agreement and the due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lane, as applicable, constitute constitutes or will constitute a valid and binding agreements agreement of GBCTeleglobe, enforceable against GBC it in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or by an implied covenant of good faith and fair dealing.

Authority; No Conflicts. (ib) GBC Each of the Company and its Subsidiaries has all requisite corporate power and authority to enter into (i) own, lease, license and use its properties and assets and carry on its business as now being conducted and as currently proposed to be conducted; (ii) execute and deliver this Agreement and the other agreements set forth in the exhibits hereto (collectively, the “Ancillary Agreements”) to be executed and delivered by the Company as contemplated hereby; and (iii) consummate the transactions contemplated hereby, subject, in the case of the consummation of the Merger, to the approval hereby and adoption of this Agreement and the Merger by the Required GBC Vote (as defined in Section 5.1(g))thereby. The execution execution, delivery and delivery performance of this Agreement, the Employee Matters Agreement and the Lane/GBC Tax Allocation Agreement Ancillary Agreements executed and delivered by GBC the Company as contemplated hereby, and the consummation by GBC of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary the Company’s Board of Directors, and upon the receipt of the Required Votes of the Company Stockholders, no other corporate or stockholder action on the part of GBC, subject in the case of Company or its stockholders is necessary to authorize the consummation of the Merger, to the approval and adoption performance of this Agreement and the Merger Ancillary Agreements by the Required GBC VoteCompany and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Employee Matters Agreement have been, and the Lane/GBC Tax Allocation Agreement will be, duly Ancillary Agreements to be executed and delivered by GBC andthe Company as contemplated hereby, when delivered in accordance with the terms hereof, assuming the due authorization and valid execution and delivery of this Agreement and each other Ancillary Agreements by each of Fortunethe other parties hereto and thereto, ACCO shall have been duly executed and Acquisition Sub, delivered by the due authorization Company and valid execution and delivery by Fortune and ACCO of the Employee Matters Agreement and the due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lane, as applicable, constitute or will constitute shall be valid and binding agreements obligations of GBCthe Company, enforceable against GBC the Company in accordance with their respective terms, except as such to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equitable principles.

Authority; No Conflicts. (i) GBC has Western and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject, in the case of the consummation of the Merger, to the approval and adoption of this Agreement and the Merger by the Required GBC Vote (as defined in Section 5.1(g))Western Stockholder Approval. The execution and delivery of this Agreement, the Employee Matters Agreement and the Lane/GBC Tax Allocation Agreement by GBC and the consummation by GBC of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Western and Merger Sub and no other corporate proceedings on the part of Western or Merger Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject in the case of the shares of Western common stock to be issued upon consummation of the Merger, to the Western Stockholder Approval. This Agreement has been duly executed and delivered by Western and Merger Sub and constitutes a valid and binding agreement of Western and Merger Sub, enforceable against each of Western and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Western has all requisite corporate power and authority to enter into the Stock Option Agreements and to consummate the transactions contemplated thereby. The execution and delivery of the Stock Option Agreements and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of GBC, subject in Western and no other corporate proceedings on the case part of Western are necessary to authorize the execution and delivery of the consummation of Stock Option Agreements or to consummate the Merger, to the approval and adoption of this Agreement and the Merger by the Required GBC Votetransactions contemplated thereby. This Agreement and the Employee Matters Agreement The Stock Option Agreements have been, and the Lane/GBC Tax Allocation Agreement will be, been duly executed and delivered by GBC and, assuming the due authorization Western and valid execution and delivery of this Agreement by each of Fortune, ACCO and Acquisition Sub, the due authorization and valid execution and delivery by Fortune and ACCO of the Employee Matters Agreement and the due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lane, as applicable, constitute or will constitute constitutes a valid and binding agreements agreement of GBCWestern, enforceable against GBC it in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Conflicts. (ia) GBC Target has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated herebyand, subject, in the case of the consummation of the MergerMerger only, to the approval and adoption of this Agreement by the requisite vote of the holders of Target Stock, to consummate the transactions contemplated hereby. The Board of Directors of Target has approved this Agreement and the Merger transactions contemplated by this Agreement and has duly resolved to recommend to Target's shareholders that they approve this Agreement and the Required GBC Vote transactions contemplated by this Agreement (as defined in Section 5.1(g)and has not withdrawn and will not withdraw prior to August 15, 2001, such approval or recommendation). The execution and delivery of this Agreement, the Employee Matters Agreement and the Lane/GBC Tax Allocation Agreement by GBC and the consummation by GBC of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of GBCTarget, subject in the case of the consummation of the Merger, Merger to the approval and adoption of this Agreement and the Merger by the Required GBC Voterequisite vote of the holders of Target Common Stock. This Agreement and the Employee Matters Agreement have been, and the Lane/GBC Tax Allocation Agreement will be, has been duly executed and delivered by GBC and, assuming the due authorization Target and valid execution and delivery of this Agreement by each of Fortune, ACCO and Acquisition Sub, the due authorization and valid execution and delivery by Fortune and ACCO of the Employee Matters Agreement and the due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lane, as applicable, constitute or will constitute constitutes a valid and binding agreements agreement of GBCTarget, enforceable against GBC Target in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Xxxx Xxxxx and Xxxxx Xxxxxxxxx represent in excess of 89% of the total votes of Target Stock required to approve the Merger (and the other transactions contemplated in this Agreement) and each has entered into a valid and enforceable Voting Agreement (as hereinafter defined) obligating himself to vote in favor of the Merger (and the other transactions contemplated by this Agreement). As of the Closing, Target has obtained all required shareholder approval to consummate the Merger and other transactions contemplated in this Agreement.