Common use of Corporate Authority; Approval and Fairness Clause in Contracts

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate, subject only, if required by Applicable Law, to approval of the Merger by the holders of a majority of the outstanding Common Shares entitled to vote on the Merger (the "COMPANY REQUISITE VOTE"). This Agreement is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "BANKRUPTCY AND EQUITY EXCEPTION"). (ii) The Company Board (A) has duly adopted the plan of merger set forth herein and approved this Agreement and the other transactions contemplated hereby, (B) has declared that the Merger and this Agreement and the other transactions contemplated hereby are fair to, advisable and in the best interests of the Company's stockholders (other than Parent), and (C) has received the Fairness Opinion. (iii) The Company Requisite Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger. No other vote or consent of the stockholders of the Company is required by law, the certificate of incorporation or bylaws of the Company or otherwise in order for the Company to adopt this Agreement or to approve the transactions contemplated hereby, including the Merger.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate, subject only, if required by Applicable Law, only to approval of the Merger by the holders of at least a majority of the outstanding Common Shares entitled to vote on the Merger voting separately as a class (the "COMPANY REQUISITE VOTECompany Common Stock Requisite Vote") and a majority of the outstanding Preferred Shares voting separately as a class (the "Company Preferred Stock Requisite Vote" and, together with the Company Common Stock Requisite Vote, the "Company Requisite Vote"), the Merger. This Agreement is a and the Stock Option Agreement are the valid and binding agreement agreements of the Company enforceable against the Company in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "BANKRUPTCY AND EQUITY EXCEPTIONBankruptcy and Equity Exception"). (ii) The board of directors of the Company Board (A) has duly adopted the plan of merger set forth herein and approved this Agreement and the other transactions contemplated hereby, (B) has declared that the Agreement, the Stock Option Agreement, the Tender Offer, the Merger and this Agreement and the other transactions contemplated hereby and thereby are fair to, advisable and in the best interests of the Company's stockholders , (B) has authorized, approved and adopted in all respects the Agreement, the Stock Option Agreement, the Tender Offer, the Merger and the other than Parent)transactions contemplated hereby and thereby, and (C) has received the Fairness Opinion. (iii) The Company Requisite Vote is opinion of its financial advisors, Salo▇▇▇ ▇▇▇▇▇ ▇▇▇n▇▇, ▇▇ the only vote of effect that the consideration to be received by the holders of any class or series of capital stock of the Company necessary to adopt this Agreement Shares in the Tender Offer and approve the transactions contemplated hereby, including the Merger. No other vote or consent , taken together, is fair from a financial point of the stockholders of the Company is required by law, the certificate of incorporation or bylaws of the Company or otherwise in order for the Company view to adopt this Agreement or to approve the transactions contemplated hereby, including the Mergersuch holders.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummateconsummate the Merger, subject only, if required by Applicable Law, only to approval of the Merger by the holders of at least a majority of the outstanding Common Shares entitled to vote on the Merger voting separately as a class (the "COMPANY REQUISITE VOTECompany Common Stock Requisite Vote") and two-thirds of the outstanding Preferred Shares voting separately as a class (the "Company Preferred Stock Requisite Vote" and, together with the Company Common Stock Requisite Vote, the "Company Requisite Vote"). This Agreement is a and the Stock Option Agreement are the valid and binding agreement agreements of the Company enforceable against the Company in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "BANKRUPTCY AND EQUITY EXCEPTIONBankruptcy and Equity Exception"). (ii) The board of directors of the Company Board (A) has duly adopted the plan of merger set forth herein and approved this Agreement and the other transactions contemplated hereby, (B) has declared that the Agreement, the Stock Option Agreement, the Tender Offer, the Merger and this Agreement and the other transactions contemplated hereby and thereby are fair to, advisable and in the best interests of the Company's stockholders , (B) has authorized, approved and adopted in all respects the Agreement, the Stock Option Agreement, the Tender Offer, the Merger and the other than Parent)transactions contemplated hereby and thereby, and (C) has received the Fairness Opinionopinion of its financial advisors, Salo▇▇▇ ▇▇▇▇▇ ▇▇▇n▇▇ ▇▇▇. (iii) The Company Requisite Vote is , to the only vote of effect that the consideration to be received by the holders of any class or series of capital stock of the Company necessary to adopt this Agreement Shares in the Tender Offer and approve the transactions contemplated hereby, including the Merger. No other vote or consent , taken together, is fair from a financial point of the stockholders of the Company is required by law, the certificate of incorporation or bylaws of the Company or otherwise in order for the Company view to adopt this Agreement or to approve the transactions contemplated hereby, including the Mergersuch holders.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate, subject only, if required by Applicable Law, only to approval of the Merger this Agreement by the holders of a majority of the outstanding Common Company Shares entitled to vote on the Merger (the "COMPANY REQUISITE VOTECompany Requisite Vote")) and the Company Required Consents, the Merger. This Each of this Agreement and the Stock Option Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Keystone and Merger Sub and the due authorization, execution and delivery of the Stock Option Agreement by Keystone, is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "BANKRUPTCY AND EQUITY EXCEPTIONBankruptcy and Equity Exception").. The board of directors of the Company (ii) The Company Board (A) has duly adopted the plan of merger set forth herein this Agreement and approved this Agreement the Merger and the other transactions contemplated hereby, (B) has declared that approved the Merger execution and this Agreement and the other transactions contemplated hereby are fair to, advisable and in the best interests delivery of the Company's stockholders (other than Parent), Stock Option Agreement and (C) has received the Fairness Opinion. (iii) The Company Requisite Vote opinion of its financial advisors in a customary form and to the effect that, as of the date of this Agreement, the Exchange Ratio is the only vote fair, from a financial point of view, to the holders of the Company Shares (other than Keystone or any class or series of capital stock its affiliates) and said opinion has not been withdrawn. The 80% vote requirement set forth in Article Fifteenth of the Company necessary Company's Certificate of Incorporation, as amended, is not applicable to adopt this Agreement and approve the transactions contemplated hereby, including the Merger. No other vote or consent of the stockholders of the Company is required by lawMerger approval, the certificate conditions of incorporation or bylaws of the Company or otherwise in order for the Company to adopt this Agreement or to approve the transactions contemplated herebyArticle Fifteenth, including the MergerSection 3(a) having been duly met.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate, subject only, if required by Applicable Law, only to approval of the Merger this Agreement by the holders of a majority of the outstanding Common Company Shares entitled to vote on the Merger (the "COMPANY REQUISITE VOTECompany Requisite Vote")) and the Company Required Consents, the Merger. This Each of this Agreement and the Stock Option Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Keystone and Merger Sub and the due authorization, execution and delivery of the Stock Option Agreement by Keystone, is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "BANKRUPTCY AND EQUITY EXCEPTIONBankruptcy and Equity Exception"). (ii) . The board of directors of the Company Board (A) has duly adopted the plan of merger set forth herein this Agreement and approved this Agreement the Merger and the other transactions contemplated hereby, (B) has declared that approved the Merger execution and this Agreement and the other transactions contemplated hereby are fair to, advisable and in the best interests delivery of the Company's stockholders (other than Parent), Stock Option Agreement and (C) has received the Fairness Opinion. (iii) The Company Requisite Vote opinion of its financial advisors in a customary form and to the effect that, as of the date of this Agreement, the Exchange Ratio is the only vote fair, from a financial point of view, to the holders of the Company Shares (other than Keystone or any class or series of capital stock its affiliates) and said opinion has not been withdrawn. The 80% vote requirement set forth in Article Fifteenth of the Company necessary Company's Certificate of Incorporation, as amended, is not applicable to adopt this Agreement and approve the transactions contemplated hereby, including the Merger. No other vote or consent of the stockholders of the Company is required by lawMerger approval, the certificate conditions of incorporation or bylaws of the Company or otherwise in order for the Company to adopt this Agreement or to approve the transactions contemplated herebyArticle Fifteenth, including the MergerSection 3(a) having been duly met.