Common use of Authority Relative to this Agreement; Recommendation Clause in Contracts

Authority Relative to this Agreement; Recommendation. (a) XXXX and CAPSTONE SUBCO have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of XXXX (the “XXXX Board”) and the Board of Directors of CAPSTONE SUBCO and no other corporate proceedings on the part of XXXX or CAPSTONE SUBCO are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding CAPSTONE SUBCO Shares. This Agreement has been duly and validly executed and delivered by XXXX and CAPSTONE SUBCO and constitutes a valid, legal and binding agreement of XXXX and CAPSTONE SUBCO, enforceable against XXXX and CAPSTONE SUBCO in accordance with its terms.

Authority Relative to this Agreement; Recommendation. (a) XXXX XXXXXXXXX and CAPSTONE SUBCO SUB CO have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of XXXX XXXXXXXXX (the “XXXX XXXXXXXXX Board”) and the Board of Directors of CAPSTONE SUBCO SUB CO and no other corporate proceedings on the part of XXXX XXXXXXXXX or CAPSTONE SUBCO SUB CO are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding CAPSTONE SUBCO SUB CO Shares, and the adoption of this Agreement by the holders of at least a majority of the then outstanding XXXXXXXXX Shares. This Agreement has been duly and validly executed and delivered by XXXX XXXXXXXXX and CAPSTONE SUBCO SUB CO and constitutes a valid, legal and binding agreement of XXXX XXXXXXXXX and CAPSTONE SUBCOSUB CO, enforceable against XXXX XXXXXXXXX and CAPSTONE SUBCO SUB CO in accordance with its terms.

Authority Relative to this Agreement; Recommendation. (a) XXXX Jxxxxxx Xxxxxxxx and CAPSTONE SUBCO JSR Sub Co have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of XXXX Jxxxxxx Xxxxxxxx (the “XXXX Jxxxxxx Xxxxxxxx Board”) and the Board of Directors of CAPSTONE SUBCO JSR Sub Co and no other corporate proceedings on the part of XXXX Jxxxxxx Xxxxxxxx or CAPSTONE SUBCO JSR Sub Co are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding CAPSTONE SUBCO JSR Sub Co Shares. This Agreement has been duly and validly executed and delivered by XXXX Jxxxxxx Xxxxxxxx and CAPSTONE SUBCO JSR Sub Co and constitutes a valid, legal and binding agreement of XXXX Jxxxxxx Xxxxxxxx and CAPSTONE SUBCOJSR Sub Co, enforceable against XXXX Jxxxxxx Xxxxxxxx and CAPSTONE SUBCO JSR Sub Co in accordance with its terms.

Authority Relative to this Agreement; Recommendation. (a) XXXX BTTA and CAPSTONE SUBCO BTTA Sub Co have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of XXXX BTTA (the “XXXX BTTA Board”) and the Board of Directors of CAPSTONE SUBCO BTTA Sub Co and no other corporate proceedings on the part of XXXX BTTA or CAPSTONE SUBCO BTTA Sub Co are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding CAPSTONE SUBCO BTTA Sub Co Shares, and the adoption of this Agreement by the holders of at least a majority of the then outstanding BTTA Shares. This Agreement has been duly and validly executed and delivered by XXXX BTTA and CAPSTONE SUBCO BTTA Sub Co and constitutes a valid, legal and binding agreement of XXXX BTTA and CAPSTONE SUBCOBTTA Sub Co, enforceable against XXXX BTTA and CAPSTONE SUBCO BTTA Sub Co in accordance with its terms.

Authority Relative to this Agreement; Recommendation. (a) XXXX MILLENNIUM and CAPSTONE SUBCO MERGER SUB have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of XXXX MILLENNIUM (the “XXXX MILLENNIUM Board”) and the Board of Directors of CAPSTONE SUBCO MERGER SUB and no other corporate proceedings on the part of XXXX MILLENNIUM or CAPSTONE SUBCO MERGER SUB are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding CAPSTONE SUBCO MERGER SUB Shares. This Agreement has been duly and validly executed and delivered by XXXX MILLENNIUM and CAPSTONE SUBCO MERGER SUB and constitutes a valid, legal and binding agreement of XXXX MILLENNIUM and CAPSTONE SUBCOMERGER SUB, enforceable against XXXX MILLENNIUM and CAPSTONE SUBCO MERGER SUB in accordance with its terms.

Authority Relative to this Agreement; Recommendation. (a) XXXX Xxxxxxx Xxxxxxxx and CAPSTONE SUBCO JSR Sub Co have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of XXXX Xxxxxxx Xxxxxxxx (the “XXXX Xxxxxxx Xxxxxxxx Board”) and the Board of Directors of CAPSTONE SUBCO JSR Sub Co and no other corporate proceedings on the part of XXXX Xxxxxxx Xxxxxxxx or CAPSTONE SUBCO JSR Sub Co are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding CAPSTONE SUBCO JSR Sub Co Shares. This Agreement has been duly and validly executed and delivered by XXXX Xxxxxxx Xxxxxxxx and CAPSTONE SUBCO JSR Sub Co and constitutes a valid, legal and binding agreement of XXXX Xxxxxxx Xxxxxxxx and CAPSTONE SUBCOJSR Sub Co, enforceable against XXXX Xxxxxxx Xxxxxxxx and CAPSTONE SUBCO JSR Sub Co in accordance with its terms.