Common use of Authority; Non-Contravention Clause in Contracts

Authority; Non-Contravention. (a) Parent has all necessary corporate power and authority to execute and deliver this Agreement and the Share Purchase Agreement, to perform its obligations hereunder and thereunder and to consummate the Transactions and the Share Purchase Transaction. The execution, delivery and performance by Parent of this Agreement and the Share Purchase Agreement, and the consummation by Parent of the Transactions and the Share Purchase Transaction, have been duly authorized and approved by its boards of directors. Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Merger Sub of this Agreement, and the consummation by Merger Sub of the Transactions, have been duly authorized and approved by its boards of directors and adopted by Parent as the sole shareholder of Merger Sub. No other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the Transactions. No other corporate action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of the Share Purchase Agreement and the consummation by Parent of the Share Purchase Transaction. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Share Purchase Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery thereof by the Principal Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Non-Contravention. (a) Parent has all necessary corporate power and authority to execute and deliver this Agreement and the Share Purchase Agreement, to perform its obligations hereunder and thereunder and to consummate the Transactions and the Share Purchase Transaction. The execution, delivery and performance by Parent of this Agreement and the Share Purchase Agreement, and the consummation by Parent of the Transactions and the Share Purchase Transactiontransactions contemplated hereby, have been duly and validly authorized and approved by its boards of directors. Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Merger Sub of this Agreement, and the consummation by Merger Sub of the Transactions, have been duly authorized and approved by its boards of directors and adopted by Parent as the sole shareholder of Merger Sub. No no other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the Transactions. No other corporate action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of the Share Purchase this Agreement and the consummation by Parent of the Share Purchase Transactiontransactions contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement, the Notes, and the consummation by Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by its boards of directors, and no other action on the part of Merger Sub is necessary to authorize the execution, delivery and performance by Merger Sub of this Agreement, the Notes and the consummation by Merger Sub of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the CompanyShareholder, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Share Purchase Agreement has been Each of the Notes upon execution and delivery thereof will be, duly executed and delivered by Parent and, assuming due authorization, execution Merger Sub and delivery thereof by the Principal Shareholder, constitutes will constitute a legal, valid and binding obligation of ParentMerger Sub, enforceable against Parent Merger Sub in accordance with its their terms, subject to the Bankruptcy and Equity Exception.

Authority; Non-Contravention. (a) Parent Each Seller has all necessary corporate full right, authority and power and authority to execute and deliver this Agreement and, at the time of execution and delivery thereof, each of the Share Purchase AgreementAncillary Agreements to which such Seller is a party, to perform its his obligations hereunder and thereunder thereunder, and to consummate the Transactions transactions contemplated hereby and the Share Purchase Transactionthereby. The execution, execution and delivery and performance by Parent each Seller of this Agreement and each of the Share Purchase AgreementAncillary Agreements to which such Seller is a party, and the consummation performance by Parent each Seller of the Transactions transactions contemplated hereby and the Share Purchase Transaction, thereby have been duly authorized and approved by its boards or, in the case of directors. Merger Sub has all necessary corporate power and authority to execute and deliver this the Ancillary Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Merger Sub of this Agreement, and the consummation by Merger Sub of the Transactions, will have been duly authorized and approved by its boards of directors and adopted by Parent as the sole shareholder of Merger Sub. No other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the Transactions. No other corporate action on the part time of Parent is necessary to authorize the execution, execution and delivery and performance of such Ancillary Agreement by Parent of the Share Purchase Agreement and the consummation by Parent of the Share Purchase Transactioneach Seller. This Agreement has been duly and each Ancillary Agreement executed and delivered by Parent such Seller pursuant to, or as contemplated by, this Agreement has been or, in the case of the Ancillary Agreements, will have been duly and Merger Sub andvalidly executed and delivered by such Seller and constitutes, or when executed and delivered will constitute (as applicable), assuming due authorization, execution and delivery hereof by the Companyother parties hereto and thereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subsuch Seller, enforceable against each of them such Seller in accordance with its respective terms, subject except as may be affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to the Bankruptcy or affecting creditors’ rights generally or (ii) general equitable principles (including principles of reasonableness, good faith and Equity Exception. The Share Purchase Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery thereof by the Principal Shareholder, constitutes a legal, valid and binding obligation fair dealing) regardless of Parent, enforceable against Parent whether enforcement is sought in accordance with its terms, subject to the Bankruptcy and Equity Exceptionequity or at law.

Authority; Non-Contravention. (a) Parent has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and the Share Purchase Agreement, to perform its obligations hereunder and thereunder and to consummate the Transactions and the Share Purchase Transactiontransactions contemplated hereby. The execution, execution and delivery and performance by Parent of this Agreement and the Share Purchase Agreement, and the consummation by Parent of the Transactions and the Share Purchase Transaction, transactions contemplated hereby have been duly authorized and approved by its boards of directors. Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Merger Sub of this Agreement, and the consummation by Merger Sub of the Transactions, have been duly authorized and approved by its boards of directors and adopted by Parent as the sole shareholder of Merger Sub. No other corporate action on the part of Parent and Merger Sub is necessary to authorize (including, in the executioncase of Merger Sub, delivery and performance all shareholder action by Parent as its sole stockholder), subject only to the approval of the issuance of the shares of Parent Common Stock pursuant to the Merger and Merger Sub approval of this Agreement an amendment to Parent's Certificate of Incorporation to increase the authorized number of shares of Parent Common Stock so as to permit the transactions contemplated hereby, subject to and upon consummation of the Merger, and the consummation by them filing of the TransactionsCertificate of Merger pursuant to Delaware Law. No other corporate action on The vote in favor of such issuance and an amendment to Parent's Certificate of Incorporation by TCI Internet Holdings, Inc. ("TCI") is currently sufficient, and, to the part of extent TCI shall not have breached the Parent Voting Agreement to which it is necessary a party and to authorize the executionextent such Parent Voting Agreement shall not have terminated by its terms, delivery and performance by Parent will be sufficient at the time of the Share Purchase Agreement Parent Stockholders Meeting, for Parent's stockholders to approve such issuance and the consummation by Parent of the Share Purchase Transactionamendment. This Agreement has been duly executed and delivered by Parent and Merger Sub andSub, and assuming due authorization, execution and delivery hereof by the Company, constitutes constitute a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them Parent and Merger Sub in accordance with its their respective terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub will not, (i) subject to the Bankruptcy and Equity Exception. The Share Purchase Agreement has been duly executed and delivered by approval of an amendment to Parent's Certificate of Incorporation to appropriately increase the authorized number of shares of Parent andCommon Stock, assuming due authorizationconflict with the Parent Charter Documents, execution and delivery thereof by the Principal Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, (ii) subject to obtaining the Bankruptcy approval by Parent's stockholders of the issuance of the shares of Parent Common Stock pursuant to the Merger and Equity Exceptionan amendment to Parent's Certificate of Incorporation to appropriately increase the authorized number of shares of Parent Common Stock as contemplated in Section 5.3 and compliance with the requirements set forth in Section 3.4(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties are bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair Parent's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material Encumbrance on any of the material properties or assets of Parent or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective assets are bound or affected. Merger Sub was formed for the purpose of consummating the Merger and has no material assets or liabilities. Part 2.4(a) of the Parent Schedules lists all consents, waivers and approvals under any of the Company's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to Parent as a result of the Merger.

Authority; Non-Contravention. The Board of Directors of PEC has declared the Merger and an amendment to PEC's Certificate of Incorporation to increase the number of authorized shares of PEC Common Stock to 150,000,000 shares (athe "Charter Amendment") Parent fair to and advisable and in the best interests of the stockholders of PEC. PEC has all necessary corporate requisite power and authority to execute and deliver enter into this Agreement and, subject to the approval of the Merger and the Share Purchase AgreementCharter Amendment by the stockholders of PEC, to perform its obligations hereunder and thereunder and to consummate the Transactions Merger and the Share Purchase Transactionother transactions contemplated hereby. The execution, execution and delivery and performance by Parent PEC of this Agreement and the Share Purchase Agreement, any Stock Option Assumption Agreements (as defined in Section 5.7) or Warrant Assumption Agreements (as defined in Section 5.8) and the consummation by Parent PEC of the Transactions transactions contemplated hereby and the Share Purchase Transaction, thereby have been duly authorized and approved by its boards of directors. Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Merger Sub of this Agreement, and the consummation by Merger Sub of the Transactions, have been duly authorized and approved by its boards of directors and adopted by Parent as the sole shareholder of Merger Sub. No other corporate action on the part of Parent and PEC, subject to such approval of the Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation Charter Amendment by them the stockholders of the Transactions. No other corporate action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of the Share Purchase Agreement and the consummation by Parent of the Share Purchase TransactionPEC. This Agreement has been duly executed and delivered by Parent PEC and Merger Sub and, (assuming due the valid authorization, execution and delivery hereof of this Agreement by the Company, UTI) constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, PEC enforceable against each of them PEC in accordance with its terms, subject except to the Bankruptcy extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and Equity Exceptionby the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Share Purchase Agreement has been duly executed Merger, the Charter Amendment and delivered the filing of a registration statement with the SEC by Parent PEC on Form S-4 under the Securities Act of 1933, as amended (together with the rules and, assuming due authorization, execution and delivery thereof by the Principal Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Non-Contravention. (a) Parent Seller has all necessary corporate the requisite power and authority to execute execute, deliver and deliver this Agreement and perform the Share Purchase AgreementTransaction Agreements, to perform its obligations hereunder and thereunder and to consummate the Transactions transactions contemplated thereby and to comply with the Share Purchase Transactionprovisions thereof. The execution, delivery and performance of the Transaction Agreements by Parent of this Agreement and the Share Purchase AgreementSeller, and the consummation by Parent Seller of the Transactions transactions contemplated thereby and the Share Purchase Transaction, compliance by Seller with the provisions thereof have been duly authorized and approved by its boards of directors. Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Merger Sub of this Agreement, and the consummation by Merger Sub of the Transactions, have been duly authorized and approved by its boards of directors and adopted by Parent as the sole shareholder of Merger Sub. No other corporate action on the part of Parent Seller, and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the Transactions. No no other corporate action proceedings on the part of Parent Seller are necessary to execute, deliver and perform the Transaction Agreements, to consummate the transactions contemplated thereby and to comply with the provisions thereof. Other than as obtained prior to the execution of this Agreement, no affirmative vote or consent of holders of any class or series of Capital Stock of Seller is necessary to authorize approve the execution, delivery and performance by Parent Transaction Agreements or consummate any of the Share Purchase Agreement and the consummation by Parent of the Share Purchase Transactiontransactions contemplated thereby. This Agreement has been duly executed and delivered by Parent Seller and Merger Sub the Registration Rights Agreement and the Cooperation Agreement will be duly executed and delivered by Seller at the Closing and, assuming due authorization, execution and delivery hereof by Purchaser, the CompanyTransaction Agreements constitute or will constitute, constitutes a legalas applicable, valid and binding obligation obligations of each of Parent and Merger SubSeller, enforceable against each of them Seller in accordance with its their terms, subject to except as enforceability may be limited by the Bankruptcy and Equity Exception. The Share Purchase Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery thereof by the Principal Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity ExceptionExceptions.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and the Share Purchase Agreement, to perform its obligations hereunder and thereunder and to consummate the Transactions transactions contemplated hereby and the Share Purchase Transactionthereby. The execution, execution and delivery and performance by Parent of this Agreement and the Share Purchase Agreement, and the consummation by Parent of the Transactions and the Share Purchase Transaction, transactions contemplated hereby have been duly authorized and approved by its boards of directors. Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Merger Sub of this Agreement, and the consummation by Merger Sub of the Transactions, have been duly authorized and approved by its boards of directors and adopted by Parent as the sole shareholder of Merger Sub. No other corporate action on the part of Parent and Merger Sub is necessary to authorize the executionSub, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the Transactions. No no other corporate action proceedings on the part of Parent is or Merger Sub are necessary to authorize the executionexecution and delivery of this Agreement or to consummate the Merger and the transactions contemplated hereby, delivery and performance subject only to (i) approval by Parent Parent’s stockholders of the Share Purchase Agreement issuance of Parent Common Stock in connection with the Merger as required under the rules of Nasdaq (the “Parent Stockholder Approvals”), and (ii) the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of a majority of the Parent Common Stock present or represented by proxy at the Parent Stockholders’ Meeting is sufficient for Parent’s stockholders to approve the issuance of Parent Common Stock in connection with the Merger, and no other approval of any holder of any securities of Parent is required in connection with the consummation by Parent of the Share Purchase Transactiontransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, the valid and binding obligation of each obligations of Parent and Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Share Purchase Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery thereof by the Principal Shareholder, constitutes a legal, valid and binding obligation of Parentrespectively, enforceable against Parent and Merger Sub in accordance with its their terms, subject to except as enforceability may be limited by bankruptcy and other similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptiongeneral principles of equity.

Authority; Non-Contravention. (a) Parent Such Seller has all necessary corporate full legal capacity, right, authority and power and authority to execute and deliver this Agreement and, at the time of execution and delivery thereof, each of the Share Purchase AgreementAncillary Agreements to which such Seller is a party, to perform its his obligations hereunder and thereunder thereunder, and to consummate the Transactions transactions contemplated hereby and the Share Purchase Transactionthereby. The execution, execution and delivery and performance by Parent such Seller of this Agreement and each of the Share Purchase AgreementAncillary Agreements to which such Seller is a party, and the consummation performance by Parent such Seller of the Transactions transactions contemplated hereby and thereby have been duly authorized or, in the Share Purchase Transactioncase of the Ancillary Agreement, will have been duly authorized as of the time of execution and delivery of such Ancillary Agreement by such Seller. This Agreement and each Ancillary Agreement executed and delivered by such Seller pursuant to, or as contemplated by, this Agreement has been or, in the case of the Ancillary Agreements, will, at the Closing, have been duly authorized and approved by its boards of directors. Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Merger Sub of this Agreement, and the consummation by Merger Sub of the Transactions, have been duly authorized and approved by its boards of directors and adopted by Parent as the sole shareholder of Merger Sub. No other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the Transactions. No other corporate action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of the Share Purchase Agreement and the consummation by Parent of the Share Purchase Transaction. This Agreement has been duly validly executed and delivered by Parent such Seller and Merger Sub andconstitutes, or when executed and delivered will constitute (as applicable), assuming due authorization, execution and delivery hereof by the Companyother parties hereto and thereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subsuch Seller, enforceable against each of them such Seller in accordance with its respective terms, subject except as may be affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to the Bankruptcy or affecting creditors’ rights generally or (ii) general equitable principles (including principles of reasonableness, good faith and Equity Exception. The Share Purchase Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery thereof by the Principal Shareholder, constitutes a legal, valid and binding obligation fair dealing) regardless of Parent, enforceable against Parent whether enforcement is sought in accordance with its terms, subject to the Bankruptcy and Equity Exceptionequity or at law.

Authority; Non-Contravention. (a) Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement, as well as the Company Option Agreement, the Parent Option Agreement, the Company Voting Agreement, the License Agreement and the Share Purchase Loan Agreement (the Company Option Agreement, to perform its obligations hereunder the Parent Option Agreement, the Company Voting Agreement, the License Agreement and thereunder the Loan Agreement together, the "Parent Authorization Agreements"), and to consummate the Transactions transactions contemplated hereby and the Share Purchase Transactionthereby. The execution, execution and delivery and performance by Parent of this Agreement and the Share Purchase AgreementParent Authorization Agreements, and the consummation by Parent of the Transactions transactions contemplated hereby and the Share Purchase Transactionthereby, have been duly authorized and approved by its boards of directors. Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Merger Sub of this Agreement, and the consummation by Merger Sub of the Transactions, have been duly authorized and approved by its boards of directors and adopted by Parent as the sole shareholder of Merger Sub. No other corporate action on the part of Parent and Merger Sub Sub, subject only to the Parent Stockholder Approvals and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent Stockholders' Meeting is necessary sufficient for Parent's stockholders to authorize approve the executionissuance of shares of Parent Common Stock pursuant to the Merger, delivery and performance by Parent and Merger Sub no other approval of this any holder of any securities of Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the consummation by them of the Transactions. No other corporate action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of the Share Purchase Agreement and the consummation by Parent of the Share Purchase Transaction. This Agreement has Authorization Agreements have been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, constitute the valid and binding obligation of each obligations of Parent and Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Share Purchase Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery thereof by the Principal Shareholder, constitutes a legal, valid and binding obligation of Parentrespectively, enforceable against Parent and Merger Sub in accordance with its their terms, subject to except as enforceability may be limited by bankruptcy and other similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptiongeneral principles of equity.

Authority; Non-Contravention. (a) Parent The Seller has all necessary corporate full right, authority and power and authority to execute and deliver this Agreement and, at the time of execution and delivery thereof, each of the Share Purchase AgreementAncillary Agreements to which such Seller is a party, to perform its his obligations hereunder and thereunder thereunder, and to consummate the Transactions transactions contemplated hereby and the Share Purchase Transactionthereby. The execution, execution and delivery and performance by Parent the Seller of this Agreement and each of the Share Purchase AgreementAncillary Agreements to which the Seller is a party, and the consummation performance by Parent the Seller of the Transactions transactions contemplated hereby and the Share Purchase Transaction, thereby have been duly authorized and approved by its boards or, in the case of directors. Merger Sub has all necessary corporate power and authority to execute and deliver this the Ancillary Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Merger Sub of this Agreement, and the consummation by Merger Sub of the Transactions, will have been duly authorized and approved by its boards of directors and adopted by Parent as the sole shareholder of Merger Sub. No other corporate action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the Transactions. No other corporate action on time of execution and delivery of such Ancillary Agreement by the part of Parent is necessary to authorize the execution, delivery and performance by Parent of the Share Purchase Agreement and the consummation by Parent of the Share Purchase TransactionSeller. This Agreement has been duly and each Ancillary Agreement executed and delivered by Parent the Seller pursuant to, or as contemplated by, this Agreement has been or, in the case of the Ancillary Agreements, will have been duly and Merger Sub andvalidly executed and delivered by the Seller and constitutes, or when executed and delivered will constitute (as applicable), assuming due authorization, execution and delivery hereof by the Companyother parties hereto and thereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Seller, enforceable against each of them the Seller in accordance with its respective terms, subject except as may be affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to the Bankruptcy or affecting creditors’ rights generally or (ii) general equitable principles (including principles of reasonableness, good faith and Equity Exception. The Share Purchase Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery thereof by the Principal Shareholder, constitutes a legal, valid and binding obligation fair dealing) regardless of Parent, enforceable against Parent whether enforcement is sought in accordance with its terms, subject to the Bankruptcy and Equity Exceptionequity or at law.

Authority; Non-Contravention. (a) Parent Each of Parent, Merger Sub A and Merger Sub B has all necessary requisite corporate power and corporate authority to execute and deliver this Agreement and the Share Purchase Agreement, Transaction Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the Transactions and (including the Share Purchase TransactionMergers). The execution, delivery and performance by Parent each of Parent, Merger Sub A and Merger Sub B of the Transaction Agreements to which it is a party and the consummation by Parent, Merger Sub A and Merger Sub B of this Agreement and the Share Purchase Agreement, and Transactions (including the consummation by Parent of the Transactions and the Share Purchase Transaction, Mergers) have been duly authorized and approved by its boards of directors. Parent’s, Merger Sub has all necessary corporate power A’s and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Merger Sub B’s respective board of this Agreementdirectors or board of managers, as applicable, and the consummation by Merger Sub of the Transactions, have been duly authorized and approved by its boards of directors and adopted by Parent as the sole shareholder of Merger Sub. No no other corporate action on the part of Parent and Parent, Merger Sub A or Merger Sub B is necessary to authorize the execution, delivery and performance by Parent each of Parent, Merger Sub A and Merger Sub B of this Agreement and the consummation by them of the Transactions. No other corporate action on the part of Parent Transaction Agreements to which it is necessary to authorize the execution, delivery and performance by Parent of the Share Purchase Agreement a party and the consummation by Parent it of the Share Purchase TransactionTransactions (including the Mergers). This Agreement has been and, when executed and delivered, the other Transaction Agreements to which each of Parent, Merger Sub A and Merger Sub B is a party shall be, duly executed and delivered by Parent Parent, Merger Sub A and Merger Sub and, assuming B. Assuming due authorization, execution and delivery hereof and thereof by the Companyother parties hereto and thereto, this Agreement constitutes and the other Transaction Agreements to which each of Parent, Merger Sub A and Merger Sub B is a party shall, when delivered at the Closing, constitute, the legal, valid and binding obligation obligations of each of Parent Parent, Merger Sub A and Merger SubSub B, enforceable against each of them Parent, Merger Sub A and Merger Sub B in accordance with its their respective terms, subject except to the Bankruptcy extent that their enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and Equity Exception. The Share Purchase Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery thereof by the Principal Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exceptiongeneral equitable principles.

Authority; Non-Contravention. (a) The Parent has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and the Share Purchase Agreement, to perform its obligations hereunder and thereunder and to consummate the Transactions and the Share Purchase Transactiontransactions contemplated hereby. The execution, execution and delivery and performance by Parent of this Agreement and by the Share Purchase Agreement, Parent and the consummation by the Parent of the Transactions and the Share Purchase Transaction, transactions contemplated hereby have been duly authorized and approved by its boards of directors. Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Merger Sub of this Agreement, and the consummation by Merger Sub of the Transactions, have been duly authorized and approved by its boards of directors and adopted by Parent as the sole shareholder of Merger Sub. No other corporate action on the part of the Parent, and no approval of this Agreement by the stockholders of the Parent is required pursuant to the rules of the NYSE or the Chicago Stock Exchange, the Certificate of Incorporation or Bylaws of the Parent, or the DGCL. The board of directors of the Parent at a meeting duly called and Merger Sub is necessary to authorize the executionheld on March 27, delivery and performance by Parent and Merger Sub of 1996, unanimously approved this Agreement and the consummation by them transactions contemplated herein, including the issuance of the Transactions. No other corporate action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of the Share Purchase Agreement and the consummation by Parent of the Share Purchase TransactionCommon Stock as provided in this Agreement. This Agreement has been duly executed and delivered by the Parent and Merger Sub and, assuming due the valid authorization, execution and delivery hereof of this Agreement by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub, enforceable against each of them it in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Share Purchase issuance of shares of Parent Common Stock pursuant to this Agreement has and the filing of the Registration Statement with the SEC have been duly executed and delivered authorized by Parent and, assuming due authorization, the Parent's Board of Directors. The execution and delivery thereof of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not constitute a Violation by the Principal Shareholder, constitutes a legal, valid Parent or any of its Subsidiaries pursuant to any provision of (i) the Certificate of Incorporation or By-laws of the Parent or the Merger Sub (true and binding obligation complete copies of Parent, enforceable against Parent in accordance with its terms, subject which as of the date hereof have been delivered to the Bankruptcy Company) or any provision of the comparable charter or organization documents of any of its Subsidiaries, (ii) any contract, agreement, loan or credit agreement, note, bond, mortgage, indenture, lease, Benefit Plan (as defined in Section 3.1(i)), or other agreement, instrument, permit, concession, franchise, or license applicable to the Parent or any of its Subsidiaries, or (iii) any judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) or (iii), any such Violations that would impair the ability of the Parent to perform its obligations hereunder or would prevent the consummation of any of the transactions contemplated hereby or would otherwise have a Material Adverse Effect on the Parent. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required by or with respect to the Parent or any of its Subsidiaries in connection with the execution and Equity Exceptiondelivery of this Agreement by the Parent or the consummation by the Parent of the transactions contemplated hereby, except for (i) the filing of a premerger notification report by the Parent under the HSR Act, (ii) filings under the Securities Act and the Exchange Act, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the corporation, takeover, "Blue Sky" or securities laws of various states of the United States.

Authority; Non-Contravention. (a) Parent Each Seller Entity has all necessary the requisite corporate power and authority to (i) execute and deliver this Agreement and the Share Purchase Agreement, other Transaction Documents to which it is a party; (ii) perform its respective covenants and obligations hereunder and thereunder thereunder; and to (iii) consummate the Transactions Transaction and the Share Purchase Transactionother transactions contemplated by the Transaction Documents, as applicable. The execution, execution and delivery and performance by Parent of this Agreement and the Share Purchase Agreementother Transaction Documents by Seller and each other Seller Entity that is a party thereto, the performance by Seller and each other Seller Entity of their respective covenants and obligations hereunder and thereunder, and the consummation by Parent of the Transactions Transaction and the Share Purchase Transactionother transactions contemplated by the Transaction Documents, have been duly authorized and approved by its boards the board of directors. Merger Sub has all necessary corporate power , or other equivalent governing body, of Seller and authority to execute and deliver this Agreementeach other Seller Entity, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Merger Sub of this Agreementas applicable, and the consummation by Merger Sub of the Transactions, have been duly authorized and approved by its boards of directors and adopted by Parent as the sole shareholder of Merger Sub. No no other corporate action on the part of Parent and Merger Sub Seller or each other Seller Entity is necessary to authorize the execution, execution and delivery by Seller and performance by Parent and Merger Sub each other Seller Entity of this Agreement and the other Transaction Documents, as applicable, the performance by Seller and each other Seller Entity of their respective covenants and obligations and the consummation by them of the TransactionsTransaction and the other transactions contemplated by the Transaction Documents. No other corporate action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of the Share Purchase This Agreement and the consummation by Parent of the Share Purchase Transaction. This Agreement has other Transaction Documents have been duly executed and delivered by Parent Seller and Merger Sub each other Seller Entity that is a party thereto and, assuming the due authorization, execution and delivery hereof by the CompanyPurchaser, as applicable, constitutes a legal, valid and binding obligation of Seller and each of Parent and Merger Subother Seller Entity that is a party thereto, enforceable against each of them Seller or such other Seller Entity in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Share Purchase Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery thereof by the Principal Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions (as defined below).