Common use of Corporate Authority; No Violation Clause in Contracts

Corporate Authority; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Required Stockholder Approval, 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 the Company, acting upon the unanimous recommendation of the Special Committee, and, except for the Required Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. All of the members of the Board of Directors of the Company other than Xxxxxxxx (acting upon the unanimous recommendation of the Special Committee) have approved this Agreement, determined that it is fair to and in the best interests of the Company and its stockholders (other than Parent and Merger Sub), declared it advisable to enter into this Agreement and resolved to recommend that the Company’s stockholders adopt this Agreement (including the Special Committee’s recommendation, the “Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

Corporate Authority; No Violation. (a) The Company NPCC has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Required Stockholder approval of NPCC’s shareholders in accordance with the NDBCA (the “NPCC Shareholder Approval”) and the NPCC Approvals, to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the NPCC’s Board of Directors of the Company, acting upon the unanimous recommendation of the Special CommitteeDirectors, and, except for the Required Stockholder NPCC Shareholder Approval, no other corporate proceedings on the part of the Company NPCC are necessary to authorize the consummation of the transactions contemplated herebyby this Agreement. All As of the members date of this Agreement, the NPCC’s Board of Directors of the Company other than Xxxxxxxx has unanimously (acting upon the unanimous recommendation of the Special Committeei) have approved this Agreement, determined that it is fair to and in the best interests of the Company NPCC and its stockholders (other than Parent shareholders, and Merger Sub), declared it advisable advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger, and (iii) resolved to recommend that NPCC’s shareholders approve this Agreement and the Company’s stockholders adopt transactions contemplated by this Agreement (including the Special Committee’s recommendationsuch recommendation as described in this clause (iii), the “Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.