Common use of Corporate Authority Relative to this Agreement; No Violation Clause in Contracts

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company 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 and, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL), no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company 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 Company Board, and the Company Board of Directors has (i) determined that it is in the best interests of the Company andand its stockholders, except and declared it advisable, to enter into this Agreement and (ii) adopted this Agreement and approved the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein. Except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL)Approval, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Company Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”)) and directed that this Agreement be submitted to the holders of Company Common Stock for approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and, subject to receipt of the Company Stockholder Shareholder Approval, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company and, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL)Shareholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the Merger or the consummation of the transactions contemplated herebyTransactions. As of the date hereof, the The Board of Directors of the Company at a meeting duly called and held at which all directors of the Company were present has (i) determined that the Merger is fair to, and in the best interests of, the Company and its shareholders, (ii) approved this Agreement and the Transactions, (iii) unanimously resolved resolved, subject to Section 5.3, to recommend that the Company’s stockholders shareholders approve this Agreement and the transactions contemplated hereby Transactions (the “Company Recommendation”)) and (iv) directed that such matter be submitted for consideration of the shareholders of the Company at the Company Shareholders’ Meeting, and such resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as that (i) such enforcement may be limited by (i) the effect of subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting similar Laws, now or hereafter in effect, relating to creditors’ rights generally or and (ii) the rules governing the availability equitable remedies of specific performance, performance and injunctive and other forms of equitable relief or other may be subject to equitable remedies defenses and general principles to the discretion of equity, regardless of whether considered in a the court before which any proceeding in equity or at law (the “Remedies Exceptions”)therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company and, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL)Approval, no other corporate proceedings on the part of the Company are necessary to authorize the Merger or the consummation of the transactions contemplated herebyTransactions. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby Transactions (the “Company Recommendation”)) and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholders’ Meeting, and such resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as that (i) such enforcement may be limited by (i) the effect of subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting similar Laws, now or hereafter in effect, relating to creditors’ rights generally or and (ii) the rules governing the availability equitable remedies of specific performance, performance and injunctive and other forms of equitable relief or other may be subject to equitable remedies defenses and general principles to the discretion of equity, regardless of whether considered in a the court before which any proceeding in equity or at law (the “Remedies Exceptions”)therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, 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 the Company Company, and, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously determined that it is in the best interest of the Company and its stockholders, and declared it advisable to enter into this Agreement and consummate the transactions contemplated hereby and resolved to recommend that the Company’s stockholders adopt and approve this Agreement and the transactions contemplated hereby in accordance with the Company Organizational Documents and the DGCL (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as that such enforcement enforceability (i) may be limited by (i) the effect of applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or and other similar Laws affecting or relating to creditors’ rights generally or generally, and (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”)law.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and each other document to be entered into by the Company in connection with the transactions contemplated hereby (together with this Agreement, the “Company Transaction Documents”) and, subject to receipt of approval of this Agreement by a majority of the votes cast by all shareholders entitled to vote thereon (the “Company Stockholder Shareholder Approval”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company and, except for the Company Stockholder Shareholder Approval (assuming Parent is not an “interested stockholder” under Section 203 the accuracy of the DGCLrepresentations and warranties set forth in Section 4.21), no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the The Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve shareholders adopt this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement Each of the Company Transaction Documents has been duly and validly executed and delivered by the Company and, assuming this Agreement each such Company Transaction Documents constitutes the legal, valid and binding agreement of Parent and Merger Subthe counterparty thereto, each of the Company Transaction Documents constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to receipt of the Company Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution Board of Directors at a duly held meeting unanimously has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly hereby, including the Merger and validly authorized by the Board of Directors Voting Agreement and (iii) resolved to recommend that the stockholders of the Company and, except approve the adoption of this Agreement (the “Recommendation”). Except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Buyer has the all requisite corporate power and authority to enter into this Agreement and, subject and the Ancillary Agreements to receipt of the Company Stockholder Approval, be executed and delivered by Buyer and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to be executed and delivered by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company andBuyer, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL), and no other corporate proceedings on the part of the Company Buyer are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement hereby and the transactions contemplated hereby (the “Company Recommendation”)thereby. This Agreement has been been, and the Ancillary Agreements to be executed and delivered by Buyer will, as of the Closing, have been, duly and validly executed and delivered by the Company Buyer and, assuming this Agreement constitutes constitutes, and as of the legal, Closing the Ancillary Agreements to be executed and delivered by the applicable Seller Entities will constitute the valid and binding agreement of Parent such Seller Entities, this Agreement constitutes, and Merger Subas of the Closing, constitutes the legalAncillary Agreements to be executed and delivered by Buyer will constitute, the valid and binding agreement of the Company and is Buyer, enforceable against the Company Buyer in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder ApprovalApproval (as defined in Section 3.18), to consummate the transactions contemplated hereby, including the Merger. 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 and, except for (i) the Company Stockholder Approval and (assuming Parent is not an “interested stockholder” under Section 203 ii) the filing of the DGCL)Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the The Board of Directors of the Company has unanimously resolved taken all necessary action so that none of the restrictions set forth in Section 203 of the DGCL (the “Interested Stockholder Statute”) apply to recommend that the Company’s stockholders approve Merger, this Agreement, the Support Agreement and or the transactions contemplated hereby (and thereby. The Board of Directors of the “Company Recommendation”)has determined that the transactions contemplated by this Agreement are fair to and in the best interest of the Company and its stockholders and to recommend to such stockholders that they approve and adopt this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of the Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Buyer has the all requisite corporate power and authority to enter into this Agreement and, subject and the Ancillary Agreements to receipt of the Company Stockholder Approval, be executed and delivered by Buyer and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to be executed and delivered by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company andBuyer, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL), and no other corporate proceedings on the part of the Company Buyer are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement hereby and the transactions contemplated hereby (the “Company Recommendation”)thereby. This Agreement has been been, and the Ancillary Agreements to be executed and delivered by Buyer will, as of the Closing, have been, duly and validly executed and delivered by the Company andBuyer, and (assuming this Agreement constitutes constitutes, and as of the legalClosing the Ancillary Agreements to be executed and delivered by Xxx Enterprises or Xxx Procurement will constitute, the valid and binding agreement of Parent such corporations), this Agreement constitutes, and Merger Subas of the Closing, constitutes the legalAncillary Agreements to be executed and delivered by Buyer will constitute, the valid and binding agreement of the Company and is Buyer, enforceable against the Company Buyer in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and each other document to be entered into by the Company in connection with the transactions contemplated hereby (together with this Agreement, the “Company Transaction Documents”) and, subject to receipt of approval of this Agreement by the holders of at least a majority of the outstanding Shares (the “Company Stockholder Approval”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company and, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 the accuracy of the DGCLrepresentations and warranties set forth in Section 4.18), no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the The Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve adopt this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement Each of the Company Transaction Documents has been duly and validly executed and delivered by the Company and, assuming this Agreement each such Company Transaction Documents constitutes the legal, valid and binding agreement of Parent and Merger Subthe counterparty thereto, each of the Company Transaction Documents constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject and the Option Agreement and to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebycarry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company and by Continuing Director Action (as defined in Article EIGHTH of the Company's Amended and Restated Certificate of Incorporation) and, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 approval and adoption of the DGCL)this Agreement by its stockholders, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated herebyhereby and thereby. As of the date hereof, the The Board of Directors of the Company has unanimously resolved taken all necessary and appropriate action so that Section 203 of the DGCL will be inapplicable to recommend that this Agreement and the Company’s stockholders approve this Option Agreement and the transactions contemplated hereby (and thereby. The Board of Directors of the “Company Recommendation”)has determined that the transactions contemplated by this Agreement and the Option Agreement are in the best interest of the Company and its stockholders and to recommend to such stockholders that they approve and adopt this Agreement. This Agreement has and the Option Agreement have been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes and the legal, Option Agreement constitute valid and binding agreement agreements of Parent the other parties hereto and Merger Subthereto, constitutes this Agreement and the legal, Option Agreement constitute valid and binding agreement agreements of the Company and is Company, enforceable against the Company in accordance with its terms, their terms (except as such enforcement to the extent that enforceability may be limited by (i) the effect of applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium reorganization or other Laws laws affecting the enforcement of creditors' rights generally, or relating to creditors’ rights generally or (ii) the rules by principles governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Seller has the all requisite corporate power and authority to enter into this Agreement and, subject and the Ancillary Agreement to receipt of the Company Stockholder Approval, be executed and delivered by Seller and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreement to be executed and delivered by Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board board of Directors directors of the Company andSeller, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL), and no other corporate proceedings on the part of the Company Seller are necessary to authorize the consummation of the transactions contemplated hereby. As hereby and thereby, including the approval by Renegy of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”)as sole stockholder of Seller. This Agreement has been duly and validly executed and delivered by Seller, and the Company Ancillary Agreement to be executed and delivered by Seller will, as of the Closing, have been, duly and validly executed and delivered by Seller and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent Buyer and Merger Sub, the Ancillary Agreement constitutes the legal, valid and binding agreement of the Company other parties thereto, this Agreement constitutes, and is as of the Closing, the Ancillary Agreement to be executed by Seller will constitute, the valid and binding agreement of Seller, enforceable against the Company Seller in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into execute and deliver this Agreement andand to consummate the Transactions, including the Offer and the Mergers (subject to receipt to, if an Offer Termination has occurred, adoption of this Agreement by holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval, to consummate the transactions contemplated hereby”)). The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation of the transactions contemplated hereby Transactions, including the Offer and the Mergers, have been duly and validly authorized by the Company Board of Directors of the Company and, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under other than as set forth in Section 203 of the DGCL4.3(d), no other corporate proceedings on the part of the Company or vote of the Company’s stockholders are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereofTransactions, other than, if an Offer Termination has occurred, the Company Stockholder Approval. The Company Board of Directors has unanimously (i) determined that the terms of the Transactions, including the Offer and the Mergers, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interest of the Company has unanimously and its stockholders to enter into, and declared advisable, this Agreement, (iii) approved the execution and delivery by the Company of this Agreement (including the agreement of merger, as such term is used in Section 251 of the DGCL), the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions, including the Offer and the Mergers, upon the terms and subject to the conditions contained herein and (iv) resolved to recommend that the holders of shares of Company Common Stock (A) accept the Offer and tender their shares of Company Common Stock to Purchaser pursuant to the Offer and (B) adopt this Agreement at any meeting of the Company’s stockholders approve this Agreement held for such purpose and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium any adjournment or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”)postponement thereof.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution Board of Directors at a duly held meeting has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly hereby, including the Offer and validly authorized by the Board of Directors Merger, and (iii) resolved to recommend that the stockholders of the Company and, except tender their Shares in the Offer or otherwise approve the adoption of this Agreement (the “Recommendation”) and directed that to the extent required by the DGCL this Agreement and the Merger be submitted for consideration of the stockholders of the Company at the Company Meeting. Except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Buyer has the all requisite corporate power and authority to enter into this Agreement and, subject and the Ancillary Agreements to receipt of the Company Stockholder Approval, be executed and delivered by Buyer and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to be executed and delivered by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board board of Directors directors of the Company andBuyer, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL), and no other corporate proceedings on the part of the Company Buyer are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement hereby and the transactions contemplated hereby (the “Company Recommendation”)thereby. This Agreement has been been, and the Ancillary Agreements to be executed and delivered by Buyer will, as of the Closing, have been, duly and validly executed and delivered by the Company Buyer and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent Seller, as of the Closing the Ancillary Agreements to be executed and Merger Sub, constitutes delivered by the legal, applicable Seller Entities will constitute the valid and binding agreement of such Seller Entities, this Agreement constitutes, and as of the Company Closing, the Ancillary Agreements to be executed and is delivered by Buyer will constitute, the valid and binding agreement of Buyer, enforceable against the Company Buyer in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Assuming the accuracy of the representations set forth in Section 4.14(a), the Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to perform its obligations hereunder and 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 Company Board of Directors and, assuming the accuracy of the Company and, representations in Section 4.14(a) and except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Certificate of Merger and the Subsequent Certificate of Merger with the Secretary of State, no other corporate proceedings on the part of the Company are necessary to authorize authorize, adopt or approve, as applicable, this Agreement or to consummate the consummation of Combination and the other transactions contemplated hereby. As of the date hereofThe Company Board, the Board of Directors of the Company at a meeting duly called and held, has unanimously resolved to recommend (x) determined that the Company’s stockholders approve this Agreement and the transactions contemplated hereby are advisable and in the best interest of the Company and its stockholders, (y) as of the “Company Recommendation”)date of this Agreement, determined to recommend that such stockholders vote in favor of the adoption of this Agreement and the approval of the Combination and (z) approved the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, a valid and binding agreement of the Company other parties hereto, constitutes a valid and is binding agreement of the Company, enforceable against the Company in accordance with its terms, terms (except as such enforcement to the extent that enforceability may be limited by (i) the effect of applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium reorganization or other Laws affecting or relating to the enforcement of creditors’ rights generally or (ii) the rules by principles governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject and to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebycarry out its obligations hereunder. 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 and, except for obtaining the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the The Board of Directors of the Company has unanimously resolved to recommend taken all appropriate action so that neither Alcoa nor Merger Sub will be an "interested stockholder" within the Company’s stockholders approve meaning of Section 203 of the DGCL by virtue of Alcoa, Merger Sub and the Company entering into this Agreement and consummating the transactions contemplated hereby (the “Company Recommendation”)hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, a valid and binding agreement of Parent Alcoa and Merger Sub, constitutes the legal, a valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject and to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement, the Stock Voting Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company and, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 approval and adoption of the DGCL)this Agreement by its stockholders, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the The Board of Directors of the Company has unanimously resolved taken all necessary and appropriate action so that Section 203 of the DGCL will be inapplicable to recommend that this Agreement, the Company’s stockholders approve this Stock Voting Agreement and the transactions contemplated hereby (and thereby. The Board of Directors of the “Company Recommendation”)has determined that the transactions contemplated by this Agreement are in the best interest of the Company and its stockholders and, except as otherwise may be required to comply or act in a manner consistent with its fiduciary duties under the DGCL, to recommend to such stockholders that they approve and adopt this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, a valid and binding agreement of the Company other parties hereto, this Agreement constitutes a valid and is binding agreement of the Company, enforceable against the Company in accordance with its terms, terms (except as such enforcement to the extent that enforceability may be limited by (i) the effect of applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium reorganization or other Laws laws affecting the enforcement of creditors' rights generally, or relating to creditors’ rights generally or (ii) the rules by principles governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has USAC has, and ANDC will have at the Effective Date, all requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, and 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 Board of Directors of the Company andUSAC, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL), and no other corporate proceedings on the part of the Company USAC are necessary to authorize the consummation of the transactions contemplated herebyby this Agreement. As The execution and delivery of this Agreement and the consummation of the date hereoftransactions contemplated by this Agreement will have been, as of the Effective Date, duly and validly authorized by the Board of Directors of ANDC and by USAC, as the Company has unanimously resolved sole shareholder of ANDC, and no other corporate proceedings on the part of ANDC will be necessary, as of the Effective Date, to recommend that authorize the Company’s stockholders approve this Agreement and consummation of the transactions contemplated hereby (the “Company Recommendation”)by this Agreement. This Agreement has been duly and validly executed and delivered by the Company USAC and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubNPCC, this Agreement constitutes the legal, valid and binding agreement of the Company and is USAC, enforceable against the Company USAC in accordance with its terms, except as such enforcement may be limited by (i) subject to the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies Bankruptcy and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”)Equity Exception.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution Board of Directors at a duly held meeting has unanimously (i) determined that this Agreement and the transactions contemplated hereby are fair to and are in the best interests of the Company and its stockholders, and has declared it advisable to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly hereby, including the Merger, upon the terms and validly authorized by subject to the Board of Directors conditions set forth herein, and (iii) resolved to recommend that the stockholders of the Company andadopt this Agreement (such recommendation in this clause (iii), except the “Recommendation”) and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Meeting. Except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by terms (i) subject to the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies Bankruptcy and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Equity Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder (other than consummation of the Merger) and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution Board of Directors at a duly held meeting has unanimously (i) determined that it is fair to and in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) adopted the plan of merger set forth in this Agreement, (iii) approved the execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby have been duly hereby, and validly authorized by (iv) resolved to recommend that the Board of Directors stockholders of the Company and, except approve this Agreement and the Merger (the “Recommendation”) and directed that such matter be submitted for a vote of the stockholders of the Company at the Company Meeting. Except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Articles of Merger with the Secretary of State of the State of Mississippi and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the Company Stockholder Shareholder Approval, to consummate the transactions contemplated herebyby this Agreement, including the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation of the transactions contemplated hereby Merger have been duly and validly authorized by the Company Board of Directors and, other than the Company Shareholder Approval and the filing of the Company and, except for Certificate of Merger with the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL)Texas Secretary, no other corporate proceedings on the part of the Company or vote of the Company’s shareholders are necessary to authorize the execution and delivery by the Company of this Agreement and the consummation of the Merger. The Company Board of Directors has unanimously (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (ii) determined that the terms of this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company and its shareholders, (iii) duly and validly approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated hereby. As of , including the date hereofMerger, on the Board of Directors of terms and subject to the conditions contained herein, (iv) resolved to make the Company has unanimously resolved Recommendation, and, subject to recommend Section 5.4, to include such Company Recommendation in the Proxy Statement/Prospectus and (v) directed that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”)shareholders.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate legal power and authority to enter into this Agreement and, subject and to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebycarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board board of Directors directors of the Company and, except for other than the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 vote of the DGCL)Shareholders, no other corporate proceedings proceeding on the part of the Company are is necessary to authorize the consummation of the transactions contemplated hereby. As The board of the date hereof, the Board of Directors directors of the Company has unanimously resolved to recommend determined that the Company’s stockholders approve transactions contemplated by this Agreement are in the best interest of the Company and its stockholders, has declared the advisability of this Agreement and the transactions contemplated hereby (the “Company Recommendation”)has determined to recommend to such stockholders that they approve and adopt this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, a valid and binding agreement of the Company other Parties, this Agreement constitutes a valid and is binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such that enforcement hereof may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivershipmoratorium, conservatorship, arrangement, moratorium fraudulent conveyance or other Laws affecting similar laws now or hereafter in effect relating to creditors’ ' rights generally or and (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, equity (regardless of whether enforceability is considered in a proceeding in equity or at law (or in equity). Schedule 4.02 lists the “Remedies Exceptions”)directors and officers of the Company and each Subsidiary.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution Board of Directors, acting upon the unanimous recommendation of the Special Committee, at a duly called and held meeting, has unanimously (with Txxxxx X. Xxxxx and Rxxxxxx X. Xxxxx abstaining) adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are fair and in the best interests of the Company and its stockholders, and declaring it advisable, to enter into this Agreement, (ii) approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly hereby, including the Offer and validly authorized by the Board of Directors Merger, and (iii) resolving to recommend that the stockholders of the Company and, except tender their Shares in the Offer or otherwise approve the adoption of this Agreement (the “Recommendation”) and directing that to the extent required by the DGCL this Agreement and the Merger be submitted for consideration of the stockholders of the Company at the Company Meeting. Except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Seller has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of and the Company Stockholder Approval, other Transaction Documents and to consummate the transactions contemplated herebyTransactions. The execution Board of Directors of Seller at a duly held meeting has approved the execution, delivery and delivery performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby have been duly Transactions, and validly authorized by the Board of Directors of the Company and, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL), no other corporate proceedings on the part of the Company Seller are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”)such transactions. This Agreement has been duly and validly executed and delivered by Seller and the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubBuyer, constitutes the legal, valid and binding agreement of Seller and the Company and is Company, enforceable against Seller and the Company in accordance with its terms. The Seller-ABS TSA, except the Seller-Company TSA and the Cross-License Agreement, when executed and delivered, will be duly and validly executed and delivered by Seller as such enforcement may contemplated hereby and, assuming that the Seller-ABS TSA, the Seller-Company TSA and the Cross-License Agreement constitute the valid and binding agreement of the other parties thereto, will constitute the valid and binding agreements of Seller, and will be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered enforceable against Seller in a proceeding in equity or at law (the “Remedies Exceptions”)accordance with their terms.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to receipt of the Company Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution Disinterested Company Directors at a duly held meeting have unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly hereby, including the Merger and validly authorized by the Board of Directors Voting Agreement and (iii) resolved to recommend that the stockholders of the Company and, except approve the adoption of this Agreement (the “Recommendation”) and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Meeting. Except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, 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 Board of Directors of and, to the Company extent required, by the Special Committee (acting unanimously) and, except for (i) the Company Stockholder Approval Approval, and (assuming Parent is not an “interested stockholder” under Section 203 ii) the filing of the DGCL)Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated herebyby this Agreement. As of the date hereofThe Special Committee has unanimously determined and resolved, and the Board of Directors of has determined and resolved (i) that the Merger is fair to, and in the best interests of, the Company has unanimously resolved and its stockholders, (ii) to propose this Agreement for adoption by the Company’s stockholders and to declare the advisability of this Agreement and (iii) to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby by this Agreement (collectively, the “Company Recommendation”), all of which determinations and resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to receipt of the Company Stockholder Approval, and to consummate the transactions contemplated herebyTransactions, including the Offer and the Mergers. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation of the transactions contemplated hereby Transactions, including the Offer and the Mergers, have been duly and validly authorized by the Company Board of Directors of the Company and, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under other than as set forth in Section 203 of the DGCL4.3(d), no other corporate proceedings on the part of the Company or vote of the Company’s stockholders are necessary to authorize the consummation of the transactions contemplated herebyTransactions. As of the date hereof, the The Company Board of Directors has unanimously (i) determined that the terms of the Company has unanimously resolved to recommend that Transactions, including the Company’s stockholders approve this Agreement Offer and the transactions contemplated hereby (Mergers, are fair to, and in the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by best interests of, the Company andand its stockholders, assuming this Agreement constitutes (ii) determined that it is in the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement best interest of the Company and is enforceable against its stockholders to enter into, and declared advisable, this Agreement, (iii) approved the execution and delivery by the Company in accordance with its termsof this Agreement (including the agreement of merger, except as such enforcement may be limited term is used in Section 251 of the DGCL), the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions, including the Offer and the Mergers, upon the terms and subject to the conditions contained herein and (iiv) resolved to, unless a Company Adverse Recommendation Change is made, recommend that the effect holders of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating shares of Company Common Stock accept the Offer and tender their shares of Company Common Stock to creditors’ rights generally or (ii) Purchaser pursuant to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”)Offer.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder ApprovalApproval (as defined in Section 3.17), to consummate the transactions contemplated hereby, including the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board board of Directors directors of the Company and, except for (i) the Company Stockholder Approval and (assuming Parent is not an “interested stockholder” under Section 203 ii) the filing of the DGCL)Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As The board of the date hereof, the Board of Directors directors of the Company has unanimously resolved taken all necessary action so that none of the restrictions set forth in Section 203 of the DGCL (the “Interested Stockholder Statute”) apply to recommend the Merger, this Agreement, the Support Agreement or the transactions contemplated hereby and thereby. The board of directors of the Company, by resolutions duly adopted at a meeting duly called and held, has duly (i) determined that the Company’s stockholders approve Merger, this Agreement and the transactions contemplated hereby by this Agreement are fair to, advisable and in the best interest of the Company and its stockholders; (ii) approved and adopted this Agreement and the “Company Recommendation”)transactions contemplated hereby, including the Merger; (iii) recommended to such stockholders that they approve and adopt this Agreement and the Merger; and (iv) directed that this Agreement be submitted to the Company’s stockholders for adoption and approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”)Company.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and, in the case of the Merger, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors and, except, in the case of the Company andMerger, except for (i) the Company Stockholder Approval and (assuming Parent is not an “interested stockholder” under Section 203 ii) the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereofSubject to Section 5.2(d), the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve has, by resolutions duly adopted at a meeting duly called and held, (x) duly and validly approved and declared advisable this Agreement and the transactions contemplated hereby hereby, (y) determined that the “transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders and (z) resolved to make the Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Subthe Purchaser, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) subject to the effect effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, conservatorship, arrangement, moratorium or and other similar Laws affecting or relating to or affecting creditors’ rights generally or generally, general equitable principles (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”)Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to the receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebyby this Agreement, including the Merger. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation of the transactions contemplated hereby Merger have been duly and validly authorized by the Company Board of Directors of the Company and, except for other than the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Certificate of Merger with the Delaware Secretary, no other corporate proceedings on the part of the Company or vote of the Company’s stockholders are necessary to authorize the execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated herebyMerger. As of the date hereof, the The Company Board of Directors has unanimously (i) determined that the terms of this Agreement and the Merger are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company has unanimously resolved and its stockholders, and declared it advisable, to recommend that the Company’s stockholders approve enter into this Agreement, (iii) duly and validly approved and declared advisable this Agreement and the transactions contemplated hereby (hereby, including, without limitation, the “Company Recommendation”). This Agreement has been duly Merger, and validly executed the execution and delivered delivery by the Company andof this Agreement, assuming the performance by the Company of its covenants and agreements contained herein and the consummation of the Merger upon the terms and subject to the conditions contained herein, (iv) resolved to submit this Agreement constitutes to the legal, valid stockholders of the Company for their approval of the adoption hereof and binding agreement (v) resolved to recommend the adoption of Parent and Merger Sub, constitutes this Agreement by the legal, valid and binding agreement stockholders of the Company and is enforceable against to include such recommendation in the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”)Proxy Statement.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebyby this Agreement. The execution Company Board at a duly held meeting has (i) determined that the terms of the Merger and the transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the execution, delivery of and performance of, and adopted and declared advisable this Agreement and the consummation of Merger, and (iii) resolved to recommend that the transactions contemplated hereby have been duly and validly authorized by the Board of Directors stockholders of the Company and, except approve the adoption of this Agreement (the “Company Recommendation”) and directed that such matter be submitted for consideration by the stockholders of the Company. Except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve by this Agreement and the transactions contemplated hereby (the “Company Recommendation”)Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) subject to the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Shareholder 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 and, except for (i) the Company Stockholder Shareholder Approval and (assuming Parent is not an “interested stockholder” under Section 203 ii) the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Ohio, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. As of the date hereofof this Agreement, the Board of Directors of has unanimously determined and resolved (i) that the Merger is fair to, and in the best interests of, the Company has unanimously resolved and its shareholders, (ii) to recommend that the Company’s stockholders approve propose this Agreement and the transactions contemplated hereby for approval and adoption by the Company’s shareholders and (iii) to recommend that the “Company Recommendation”)Company’s shareholders approve and adopt this Agreement and the transactions contemplated hereby and such resolutions have not been rescinded or modified. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company 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 Company, acting upon the unanimous recommendation of the Special Committee, and, except for the Company Required Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL)Approval, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the The Board of Directors of the Company (acting upon the unanimous recommendation of the Special Committee) has unanimously (with TM abstaining) approved this Agreement, determined that it is in the best interests of the Company and its stockholders (other than those holders that are parties to a Rollover Commitment, Parent and Merger Sub) and declared it advisable to enter into this Agreement and resolved to recommend that the Company’s stockholders approve adopt this Agreement and (including the transactions contemplated hereby (Special Committee’s recommendation, the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder ApprovalApproval (as defined in Section 3.18), 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 unanimous vote of the Board of Directors of the Company and, (assuming the accuracy of Parent’s representation and warranty contained in Section 4.11) except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL)Approval, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the The Board of Directors of the Company has unanimously resolved to recommend determined (x) that the Company’s stockholders approve Merger is advisable and that this Agreement and the transactions contemplated hereby by this Agreement are fair to and in the best interest of the Company and its stockholders and (y) as of the “Company Recommendation”)date of this Agreement, to recommend that such stockholders vote in favor of the adoption of this Agreement and approval of the Merger and the other transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, a valid and binding agreement of the Company other parties hereto, constitutes a valid and is binding agreement of the Company, enforceable against the Company in accordance with its terms, terms (except as such enforcement to the extent that enforceability may be limited by (i) the effect of applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium reorganization or other Laws affecting or relating to the enforcement of creditors’ rights generally or (ii) the rules by principles governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution Board of Directors at a duly held meeting unanimously has (i) determined that it is fair to and in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby have been duly hereby, and validly authorized by (iii) resolved to recommend that the Board of Directors stockholders of the Company and, except adopt this Agreement (the “Recommendation”) and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Meeting. Except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) subject to the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies Bankruptcy and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”)Equity Exception.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Shareholder Approval, to consummate the transactions contemplated hereby. The execution Board of Directors at a duly held meeting has (i) determined that the terms of the Merger and the transactions contemplated hereby are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved the execution, delivery of and performance of, and adopted and declared advisable this Agreement and the consummation of Merger, and (iii) resolved to recommend that the transactions contemplated hereby have been duly and validly authorized by the Board of Directors shareholders of the Company and, except approve the adoption of this Agreement (the “Recommendation”) and directed that such matter be submitted for consideration by the shareholders of the Company at the Company Meeting. Except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 Shareholder Approval, the filing of the DGCL)Articles of Merger with the Secretary of State of the State of Tennessee, and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) subject to the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder ApprovalApproval (as hereinafter defined), 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 Company, and, except for (i) the Company Stockholder Approval and (assuming Parent is not an “interested stockholder” under Section 203 ii) the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has (A) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company’s stockholders, (B) approved and adopted this Agreement and the transactions contemplated hereby and (C) unanimously resolved to recommend that the Company’s stockholders approve adopt this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) subject to the effect effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, conservatorship, arrangement, moratorium or and other similar Laws affecting or relating to or affecting creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles of equity, regardless of (whether considered in a proceeding in equity or at law (the “Remedies Exceptions”Law).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Shareholder Approval, to consummate the transactions contemplated hereby. The execution Board of Directors of the Company at a duly held meeting has (i) determined that it is in the best interests of the Company, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement, the Voting Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by thereby, including the Board Merger, and (iii) adopted the plan of Directors merger set forth in this Agreement and resolved to recommend that the shareholders of the Company and, except approve this Agreement (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting. Except for the Company Stockholder Shareholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Articles of Merger with the Secretary of State of the State of Indiana, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Buyer has the all requisite corporate limited liability company power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, 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 Management Board of Directors of the Company andBuyer, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of the DGCL), and no other corporate limited liability company proceedings on the part of the Company Buyer are necessary to authorize the consummation of such transactions. This Agreement, the transactions APA, the Seller-ABS TSA and the Cross-License Agreement have been (or, when executed and delivered as contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been will be) duly and validly executed and delivered by the Company Buyer or its Subsidiaries party thereto, as applicable, and, assuming this Agreement, the APA, the Seller-ABS TSA and the Cross-License Agreement constitutes constitute (or, when executed and delivered as contemplated hereby, will constitute) the legal, valid and binding agreement of Parent other parties thereto, this Agreement, the APA, the Seller-ABS TSA and Merger Subthe Cross-License Agreement constitute (or, constitutes when executed and delivered as contemplated hereby, will constitute) the legal, valid and binding agreement of the Company and is Buyer or its Subsidiaries party thereto, enforceable against the Company such party in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Assuming the accuracy of the representations and warranties in Section 5.10, the Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution Board of Directors at a duly held meeting has unanimously (i) determined that the terms of the Merger and the transactions contemplated hereby are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the execution, delivery of and performance of, and adopted and declared advisable, this Agreement and the consummation of Merger, and (iii) subject to Section 6.4, resolved to recommend that the transactions contemplated hereby have been duly and validly authorized by the Board of Directors stockholders of the Company andapprove the adoption of this Agreement (the “Recommendation”) and directed that such matter be submitted for consideration by the stockholders of the Company at the Company Meeting. Assuming the accuracy of the representations and warranties in Section 5.10, except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 of and the DGCL)Specified Approvals, no other corporate proceedings actions on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubSub and the accuracy of the representation and warranties in Section 5.10, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) subject to the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder ApprovalApproval (as hereinafter defined), 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 Board of Directors of the Company and, except for (i) the Company Stockholder Approval and (assuming Parent is not an “interested stockholder” under Section 203 ii) the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated herebyby this Agreement. As of the date hereof, the Board of Directors of the Company has unanimously (x) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are advisable and fair to and in the best interests of the Company’s stockholders, and (y) resolved to recommend that the Company’s stockholders approve adopt this Agreement and the transactions contemplated hereby by this Agreement, including the Merger (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating and to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to receipt of the Company Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution Board of Directors of the Company at a duly held meeting unanimously has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly hereby, including the Merger and validly authorized by (iii) resolved to recommend that the Board of Directors stockholders of the Company and, except adopt this Agreement (the “Recommendation”) and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Meeting. Except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Seller has the all requisite corporate power and authority to enter into this Agreement andand all related agreements to be executed by Seller pursuant to this Agreement and the transactions contemplated hereby (collectively, subject to receipt of the Company Stockholder Approval, “Related Agreements”) and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery and delivery performance of this Agreement Agreement, and all Related Agreements, by Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Seller and approved by the Company and, except for the Company Stockholder Approval (assuming Parent is sole stockholder of Seller and such authorizations and approval have not an “interested stockholder” under Section 203 of the DGCL), no been revoked and are in full force and effect. No other corporate proceedings or actions on the part of the Company Company, Seller or Seller’s shareholder are necessary to authorize the Agreement, the Related Agreements and consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve by this Agreement and the transactions contemplated hereby (the “Company Recommendation”)Related Agreements. This Agreement has been been, and upon execution and delivery of each Related Agreement, each such Related Agreement will have been, duly and validly executed and delivered by the Company Seller and, assuming this Agreement and each such Related Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, a valid and binding agreement of the Company other parties hereto and is thereto, constitutes a valid and binding agreement of Seller, enforceable against the Company Seller in accordance with its terms, terms (except as such enforcement to the extent that enforceability may be limited by (i) the effect of applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium reorganization or other Laws affecting or relating to the enforcement of creditors’ rights generally or (ii) the rules by principles governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board board of Directors directors of the Company and, except for (i) the Company Stockholder Approval and (assuming Parent is not an “interested stockholder” under Section 203 ii) the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereofSubject to Section 5.02(d), the Board board of Directors directors of the Company has unanimously unanimously, by resolutions duly adopted at a meeting duly called and held, (x) approved and declared advisable this Agreement and the transactions contemplated hereby, (y) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders and (z) resolved to recommend that the Company’s stockholders approve vote in favor of adoption of this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) subject to the effect effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, conservatorship, arrangement, moratorium or and other similar Laws affecting or relating to or affecting creditors’ rights generally or generally, general equitable principles (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”)Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, at a duly called and held meeting, has unanimously (with Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx abstaining) adopted resolutions (i) determining that the terms of the Merger and the other transactions contemplated by this Agreement are fair and in the best interests of the Company and its stockholders, and declaring it advisable, to enter into this Agreement, (ii) approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly hereby, including the Merger, and validly authorized by (iii) resolving to recommend that the Board of Directors stockholders of the Company and, except approve the adoption of this Agreement (the “Recommendation”) and directing that such matter be submitted for consideration of the stockholders of the Company at the Company Meeting. Except for the Company Stockholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company and is Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject and to receipt of the Company Stockholder Approval, to consummate the transactions contemplated herebycarry out its obligations hereunder. 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 and, except for obtaining the Company Stockholder Shareholder Approval (assuming Parent is not an “interested stockholder” under Section 203 and the filing of the DGCL)Connecticut Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the The Board of Directors of the Company has unanimously resolved to recommend that approved the Company’s stockholders approve entry into this Agreement and the consummation of the transactions contemplated hereby (by the “Company Recommendation”)and has taken all appropriate action such that Sections 33-841 and 33-844 of the CBCA will not be applicable to the Company or to the Bidder by virtue of either the Company's or the Bidder's entering into this Agreement or consummating the transactions contemplated hereby. The Board of Directors of Life Technologies has taken all appropriate action so that Section 203 of the DGCL, with respect to Life Technologies, will not be applicable to the Bidder for any purpose. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, a valid and binding agreement of the Company Bidder, constitutes a valid and is binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).