Common use of Corporate Authorization Clause in Contracts

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for any required approval by the Company's stockholders by majority vote in connection with the consummation of the Company and Merger, have been duly authorized by all necessary corporate action on the part of the Companyand stockholder action. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement The Program has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for any required approval by the Company's stockholders in connection with the consummation of the Company and Merger, have been duly authorized by all necessary corporate action on the part of the Companyaction. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and by the consummation Corporation is within the Corporation's corporate powers and, except for any required approval of the transactions contemplated hereby are within the corporate powers of the Company and have Corporation's stockholders, has been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCorporation.

Corporate Authorization. The execution, delivery and performance by the Company Corporation of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Corporation, and this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCorporation.

Corporate Authorization. The execution, delivery and and, upon entry of the Confirmation Order, the performance by the Company of this Agreement by the Company, and the consummation of the transactions contemplated hereby hereby, are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Subject to the entry of the Confirmation Order, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Purchaser and Merger Subsidiary, constitutes a valid and binding agreement of the Company Company, enforceable against the Company it in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby are within the corporate powers of the Company and have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely and, except for the Company Shareholder Approval, no other corporate proceedings on the part of two the Company are necessary to authorize or more non-employee directorsconsummate this Agreement or to consummate the other transactions contemplated hereby (other than the filing and recordation of the appropriate documents with respect to the Merger in accordance with the OBCA).

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the Company’s corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of the Board of Directors of the Company consisting solely of two or more non-employee directorsequity).

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except as set forth in the Company and following sentence, have been duly authorized by all necessary corporate action on action. The affirmative vote of the part holders of a majority of the outstanding Shares, if necessary, is the only vote of the holders of the Company's capital stock necessary to approve the transactions contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval by the Company's stockholders by a majority vote in connection with the consummation of the Merger (which vote will not be required if Merger Co. owns at least 90% of the issued and outstanding shares of Company and Common Stock), have been duly authorized by all necessary corporate and stockholder action on the part of under the Company's constituent documents and Delaware Law. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby each Related Document are within the Company’s corporate powers of the Company and powers, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid Company and binding agreement did not, do not, and will not, require the consent or approval of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee shareholders, or any trustee or holder of any Debt or other obligation of the Board Company, other than such consents and approvals as have been, or on or before the Date of Directors of the Company consisting solely of two Issuance, will have been, duly obtained, given or more non-employee directorsaccomplished.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms. This Agreement has been approved terms except as (a) the enforceability thereof may be limited by a committee bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) the availability of the Board equitable remedies may be limited by equitable principles of Directors of the Company consisting solely of two or more non-employee directorsgeneral applicability.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for any required approval by the Company's shareholders in connection with the consummation of the Company and Merger, this Agreement will have been duly authorized by all necessary corporate action on the part of the Companyaction. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized and, except for any required approval by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement 's stockholders by majority vote in connection with the consummation of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.the

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby Merger by the Company are within the Company's corporate powers power and authority and, except for any required approval by the Company's stockholders in connection with the consummation of the Company and Merger, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by Parent and Merger Subsidiary, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The execution, delivery and performance by the Company of each of this Agreement and the Convertible Note and the consummation by the Company of the transactions contemplated hereby and thereby are within the Company's corporate powers and, except for any required approval by the Company's stockholders in connection with the consummation of the Company and Merger, have been duly authorized by all necessary corporate action on action. Each of this Agreement and the part of the Company. This Agreement Convertible Note constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The execution, ----------------------- delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby Merger by the Company are within the Company's corporate powers and, except for any required approval by the Company's stockholders in connection with the consummation of the Company and Merger, have been duly authorized by all necessary corporate action on the part of the Companyaction. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The execution, delivery and performance by the Company it of this Agreement and the consummation of the transactions contemplated hereby are within the its corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Companyits part. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorssuch entity.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Companyaction. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of the Board of Directors of the Company consisting solely of two or more non-employee directorsequity).

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action on action, except for the part required approval of the holders of the Company's capital stock in connection with the consummation of the Merger. This Agreement constitutes a valid and binding agreement the Merger have been duly authorized by all necessary corporate action of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsNYBCL.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company Company, enforceable against the Company it in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsterms hereof and thereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except as set forth in the Company and following sentence, have been duly authorized by all necessary corporate action on action. The affirmative vote of the part holders of a majority of the Shares approving this Agreement, if necessary, is the only vote of the holders of the Company's capital stock necessary to approve the transactions contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers of and, except for the Company and Stockholder Vote, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except as set forth in the Company and following sentence, have been duly authorized by all necessary corporate action on action. The affirmative vote of the part holders of a majority of the Shares approving this Agreement is the only vote of the holders of the Company's capital stock necessary to approve the transactions contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the corporate powers of the Company and and, except as set forth in the following sentence, have been duly authorized by all necessary corporate action on action. The affirmative vote of the part holders of a majority of the shares of Company Stock in favor of adoption of this Agreement is the only vote of the holders of the Company's capital stock necessary to approve the transactions contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the Company’s corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Companyaction. This Agreement constitutes a valid and binding agreement the Merger have been duly authorized by all necessary corporate action of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsNRS.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and, except for the approval by the Company’s stockholders of the Company Merger and the Charter Amendment, have been duly authorized by all necessary corporate action on the part of the Companyaction. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its termsCompany. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsSECTION 3.03.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and, except for the approval by the Company's stockholders of the Company Merger and the Charter Amendment, have been duly authorized by all necessary corporate action on the part of the Companyaction. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action on the part and, except for any required approval of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.'s

Corporate Authorization. The execution, delivery and performance by the Company Corporation of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Corporation, and this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company Corporation. The AREN Shares to be issued in accordance with its terms. This this Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more shall be duly authorized and, upon such issuance, will be validly issued, fully paid and non-employee directorsassessable.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Companyand shareholder action. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company it in accordance with its terms. This Agreement has been approved , except (a) as such enforcement is limited by a committee bankruptcy, insolvency and other similar laws affecting the enforcement of the Board creditors' rights generally and (b) for limitations imposed by general principles of Directors of the Company consisting solely of two or more non-employee directorsequity.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except as set forth in the Company and following sentence, have been duly authorized by all necessary corporate action on action. The affirmative vote of the part holders of two-thirds of the outstanding Shares, if necessary, is the only vote of the holders of the Company's capital stock necessary to approve the transactions contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of the Company and and, have been duly authorized by all necessary corporate action on action. Assuming due authorization, execution and delivery of this Agreement by the part of the Company. This Purchaser, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.

Corporate Authorization. The execution, delivery and performance by ----------------------- the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except for any required approval by Company's stockholders, which shall have been obtained prior to the Company and Closing, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby Transactions are within the Company's corporate powers and, except for any required approval by the Shareholders and the Public Shareholders in connection with the consummation of the Company and Transactions, this Agreement will have been duly authorized by all necessary corporate action on the part of the Companyaction. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its termsCompany. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.Section 3.3

Corporate Authorization. The execution, delivery and ----------------------- performance by the Company of this Agreement and the consummation of the transactions contemplated hereby Merger by the Company are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Companyaction. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee Copies of the resolutions duly adopted by the Company's Board of Directors and the holders of all of the Company consisting solely of two or more non-employee directorsShares, adopting, approving and authorizing this Agreement, have been furnished to Ramsay.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers powers, and except for any required approval by the Company's stockholders in connection with the consummation of the Company and Merger, this Agreement will have been duly authorized by all necessary corporate action on the part of the Companyaction. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Companyaction. This Agreement constitutes a valid and binding agreement obligation of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee , subject to bankruptcy, insolvency, reorganization, fraudulent conveyance and transfer, and moratorium or other similar laws of general application affecting the Board enforcement of Directors of the Company consisting solely of two or more non-employee directorscreditors' rights generally.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action on action, except for the part required approval of the holders of the Company's capital stock in connection with the consummation of the Merger. This Agreement constitutes a valid and binding agreement the Merger have been duly authorized by all necessary corporate action of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCGCL.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company(including all necessary stockholder action). This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its termsCompany. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsSECTION 3.03.

Corporate Authorization. The execution, delivery and ----------------------- performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except as set forth in the Company and following sentence, have been duly authorized by all necessary corporate action on action. The affirmative vote of the part holders of a majority of the Shares approving this Agreement is the only vote of the holders of the Company's capital stock necessary to approve the transactions contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of powers, subject to the Company conditions set forth in this Agreement. This Agreement, the Merger, and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part action. Assuming due authorization, execution and delivery of the Company. This this Agreement by Aperian and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.and

Corporate Authorization. The execution, delivery and ----------------------- performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Companyaction. This Agreement constitutes a valid and binding agreement obligation of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee , subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application affecting the Board enforcement of Directors of the Company consisting solely of two or more non-employee directorscreditors' rights generally.

Corporate Authorization. The execution, delivery and performance by ----------------------- the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of and, except for the Company and Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Companyaction. This Assuming that this Agreement constitutes a the valid and binding obligation of Acquiror, this Agreement constitutes the valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved , except as (i) the enforceability hereof may be limited by a committee bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) the Board availability of Directors equitable remedies may be limited by equitable principles of the Company consisting solely of two or more non-employee directorsgeneral applicability.

Corporate Authorization. (ai The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers of the Company and have been duly authorized by all necessary corporate action on the part and, except for any required approval of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directors.'s

Corporate Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Companyaction. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely of two or more non-employee directorsCompany.

Corporate Authorization. The Company has the corporate power and authority to execute and deliver this Agreement and to consummate the Exchange Transaction and the other transactions contemplated hereby and to perform each of its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Exchange Transaction and the other transactions contemplated hereby are within the corporate powers of the Company and have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms. This Agreement has been approved by a committee of the Board of Directors of the Company consisting solely Company, and no further authorization is required, including the approval of two or more non-employee directorsthe stockholders of the Company.