Common use of Corporate Authority; Approval Clause in Contracts

Corporate Authority; Approval. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings (other than Requisite Shareholder Approval following the issuance of the Securities) on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated. The Board of Directors has unanimously determined, as of the date of this Agreement, that it is advisable and in the best interest of the Company's shareholders for the Company to enter into this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions of this Agreement and, as of the date of this Agreement, has recommended that the Bye-Law Amendment and the issuance of the Conversion Shares and Warrant Shares to the Purchasers in accordance with the terms hereof be approved by the shareholders of the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has received the opinion of its financial advisor, Credit Suisse First Boston Corporation ("CSFB"), to the effect that, as of the date hereof, the consideration to be received by the Company for the issuance and sale of the Securities is fair, from a financial point of view, to the Company, a true and correct copy of which will be furnished to Parent.

Corporate Authority; Approval. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings (other than Requisite Shareholder Approval following the issuance of the Securities) on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions so contemplated. The Board of Directors has unanimously determinedcontemplated hereby, as including the Offer and the Merger, other than in the case of the date Merger the filing with the Secretary of this Agreement, that it is advisable and in the best interest State of the Company's shareholders for the Company to enter into this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions State of this Agreement and, as Delaware of the date Certificate of this Agreement, has recommended that the Bye-Law Amendment and the issuance of the Conversion Shares and Warrant Shares to the Purchasers in accordance with the terms hereof be approved Merger as required by the shareholders of the CompanyDGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by each other party heretoParent and Acquisition Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”). The board of directors of the Company has received duly and unanimously adopted resolutions, which have not subsequently been rescinded or modified in any way, adopting the opinion Board Actions. The affirmative vote of its financial advisor, Credit Suisse First Boston Corporation ("CSFB"), to the effect holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of Company capital stock that, as absent Section 251(h) of the date hereofDGCL, would be necessary under applicable Law and the consideration Company’s certificate of incorporation and bylaws to be received by adopt, approve or authorize this Agreement and consummate the Company for Merger and the issuance and sale other transactions contemplated hereby in their capacity as stockholders of the Securities is fair, from a financial point of view, to the Company, a true and correct copy of which will be furnished to Parent.

Corporate Authority; Approval. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings (other than Requisite Shareholder Approval following the issuance of the Securities) on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated. The Board of Directors has unanimously determined, as of the date of this Agreement, that it is advisable and in the best interest of the Company's ’s shareholders for the Company to enter into this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions of this Agreement and, as of the date of this Agreement, has recommended that the Bye-Law Amendment and the issuance of the Conversion Shares and Warrant Shares to the Purchasers in accordance with the terms hereof be approved by the shareholders of the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has received the opinion of its financial advisor, Credit Suisse First Boston Corporation ("“CSFB"”), to the effect that, as of the date hereof, the consideration to be received by the Company for the issuance and sale of the Securities is fair, from a financial point of view, to the Company, a true and correct copy of which will be furnished to Parent.