Common use of Authority and Absence of Conflict Clause in Contracts

Authority and Absence of Conflict. (a) Each of Parent and Purchaser has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by the respective Boards of Directors of Parent and Purchaser, and by Parent as sole shareholder of Purchaser, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and (assuming that this Agreement constitutes the valid and binding obligation of the Company) constitutes a valid and binding obligation of each of them, enforceable against each of them in accordance with its terms except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Parent or Purchaser, nor the consummation by them of the transactions contemplated hereby, nor compliance by Parent or Purchaser with any of the provisions hereof, will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of Parent or Purchaser under any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent or Purchaser or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or Purchaser is a party, or to which any of them, or any of their respective properties or assets, may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser or any of their respective properties or assets; except, in the case of each of clauses (i)(y) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Liens which would not prevent or delay in any material respect the consummation of the Merger. (c) Other than in connection with or in compliance with the provisions of the MBCL, the HSR Act and the Exchange Act, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, or obtain authorizations, consents or approvals would not prevent or delay in any material respect the consummation of the Merger.

Authority and Absence of Conflict. (a) Each of Parent and Purchaser has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by the respective Boards of Directors of Parent and Purchaser, and by Parent as sole shareholder of Purchaser, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and (assuming that this Agreement constitutes the valid due authorization, execution and binding obligation of delivery by the Company) constitutes a valid and binding obligation of each of them, enforceable against each of them in accordance with its terms except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at lawprinciples. (b) Neither the execution and delivery of this Agreement by Parent or Purchaser, or Xxxxxx Services Corp. nor the consummation by them of the transactions contemplated hereby, nor compliance by Parent or Purchaser with any of the provisions hereof, will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or Purchaser or any other direct or indirect subsidiary or affiliate of Parent under any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent or Purchaser or any other direct or indirect subsidiary or affiliate of Parent or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or Purchaser or any other direct or indirect subsidiary of Parent is a party, or to which any of them, or any of their respective properties or assets, may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser or any other direct or indirect subsidiary or affiliate of Parent or any of their respective properties or assets; except, in the case of each of clauses (i)(y) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Liens which liens, security interests, charges or encumbrances which, in the aggregate, would not have a material adverse effect upon the business or financial condition of Parent and Purchaser taken as a whole or of any affiliate of Parent or Purchaser or prevent or delay in any material respect the consummation of the Merger. (c) Other than in connection with or in compliance with the provisions of the MBCLWBCL the HSR Act (with respect to the formation of Parent), the HSR Act and (with respect to the transactions contemplated hereby, if applicable), the Exchange Act, certain state securities or "takeover" statutes and the environmental, health or safety laws or regulations of various states, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity domestic or foreign public body or authority is necessary for the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, or obtain authorizations, consents or approvals would not would, in the aggregate, have a material adverse effect upon the business or financial condition of Parent and Purchaser taken as a whole or prevent or delay in any material respect the consummation of the Merger.

Authority and Absence of Conflict. (a) Each of Parent and Purchaser has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by the respective Boards of Directors of Parent and Purchaser, and by Parent as sole shareholder of Purchaserall necessary corporate action, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and (assuming that this Agreement constitutes the valid due authorization, execution and binding obligation of delivery by the Company) constitutes a valid and binding obligation of each of them, enforceable against each of them in accordance with its terms except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at lawprinciples. (b) Neither the execution The execution, delivery and delivery performance of this Agreement by Parent or Purchaser, nor the consummation by them of the transactions contemplated hereby, nor and the compliance by Parent or Purchaser with any of the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or Purchaser or any other direct or indirect subsidiary of Parent under any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent or Purchaser Purchaser, or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or Purchaser or any other direct or indirect subsidiary of Parent is a party, or to which any of them, or any of their respective properties or assets, may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser or any of their respective properties or assets; except, in the case of each of clauses (i)(y) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Liens which liens, security interests, charges or encumbrances which, in the aggregate, would not have a material adverse effect upon the business or financial condition of Parent and its subsidiaries taken as a whole or prevent or delay in any material respect the consummation of the Merger. Merger or the Offer. 14 18 (c) Other than in connection with or in compliance with the provisions of the MBCLDGCL, the HSR Act, the Exchange Act and the Exchange Act"takeover" laws of various states, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity domestic or foreign public body or authority is necessary for the execution, delivery and performance of this Agreement by each of Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, or obtain authorizations, consents or approvals would would, in the aggregate, not materially impair the ability of Parent and Purchaser to perform their obligations hereunder or have a material adverse effect upon the business or financial condition of Parent and its subsidiaries taken as a whole or prevent or delay in any material respect the consummation of the MergerMerger or Offer in any material respect.

Authority and Absence of Conflict. (a) Each of Parent and Purchaser The Company has the requisite corporate power and authority to enter into this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser the Company and the consummation by Parent and Purchaser it of the transactions contemplated hereby have been duly authorized by the respective Boards Board of Directors of Parent and Purchaserthe Company, and by Parent and, except for the approval of the holders of outstanding Shares (if required under the DGCL) as sole shareholder set forth in Section 6.2 of Purchaserthis Agreement, and no other corporate proceedings on the part of Parent or Purchaser the Company are necessary to authorize the execution, 8 12 delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser the Company and (assuming that this Agreement constitutes the valid due authorization, execution and binding obligation of the Companydelivery by Parent and Purchaser) constitutes a valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally or by general equitable principles regardless principles. The only vote required to authorize the Merger is the affirmative vote of whether enforceability is considered in a proceeding in equity or at lawmajority of the outstanding Shares. The Company has elected, pursuant to its charter, not to be subject to Section 203 of the DGCL. (b) Neither the execution The execution, delivery and delivery performance of this Agreement by Parent or Purchaserthe Company, nor the consummation by them the Company of the transactions contemplated hereby, nor and the compliance by Parent or Purchaser the Company with any of the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of Parent the Company or Purchaser under any of its subsidiaries under, any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent the Company or Purchaser any of its subsidiaries, or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent the Company or Purchaser any of its subsidiaries is a party, party or to which any of them, them or any of their respective properties or assets, assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent the Company or Purchaser its subsidiaries or any of their respective properties or assets; except, in the case of each of clauses (i)(y) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Liens which liens, security interests, charges or encumbrances (A) which, in the aggregate, would not have a Material Adverse Effect or prevent or delay in any material respect the consummation of the MergerMerger or the Offer in any material respect; or (B) which are cured, waived or terminated prior to the acceptance for payment of Shares by Purchaser under the Offer. (c) Other than in connection with or in compliance with the provisions of the MBCLDGCL, the Hart-Xxxxx-Xxxxxx Xxxi-trust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act and the Exchange Act"takeover" laws of various states, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity domestic or foreign public body or authority is necessary for the execution, delivery and performance of this Agreement by the Company and the consummation by Parent and Purchaser the Company of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, filings or obtain such authorizations, consents or approvals would would, in the aggregate, not have a Material Adverse Effect or prevent or delay in any material respect the consummation of the MergerMerger or Offer or otherwise prevent or delay the Company from performing its obligations under this Agreement in any material respect.

Authority and Absence of Conflict. (a) Each of Parent and The Purchaser has the requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and the other agreements and instruments to perform be executed and delivered by the Purchaser hereunder or in connection herewith and to carry out its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution and delivery by the Purchaser of this Agreement by Parent and Purchaser and the consummation other agreements and instruments to be executed and delivered by Parent the Purchaser hereunder or in connection herewith and Purchaser the closing of the transactions contemplated hereby Transactions by the Purchaser have been duly authorized by the respective Boards of Directors of Parent and Purchaser, and by Parent as sole shareholder of Purchaser, and no other all requisite corporate proceedings action required on the part of Parent or Purchaser are necessary to authorize the execution, delivery and performance of this Purchaser. This Agreement and the transactions contemplated hereby. This Agreement has been duly other agreements and instruments to be executed and delivered by Parent and the Purchaser hereunder or in connection herewith have been duly executed or when executed will be duly executed by the Purchaser and constitute (assuming that this Agreement constitutes or upon execution, will constitute) the valid and legally binding obligation obligations of the Company) constitutes a valid and binding obligation of each of themPurchaser, enforceable against each of them the Purchaser in accordance with its terms their respective terms, except to the extent that its insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of which may affect creditors' rights and remedies generally or and by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) Neither the The execution and delivery by the Purchaser of this Agreement and the other agreements and instruments to be executed and delivered by Parent the Purchaser hereunder or in connection herewith, the closing of the Transactions by the Purchaser, nor the consummation by them of the transactions contemplated hereby, nor and compliance by Parent or Purchaser with any of the provisions hereof, hereof and thereof do not and will (i) not violate, or conflict with, or result in a breach of any provision provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or create an Encumbrance on the capital stock of the Purchaser including, without limitation, under any of the terms, conditions or provisions of the Charter, Bylaws, or other similar organizational documents of the Purchaser. (c) The execution and delivery by the Purchaser of this Agreement and the other agreements and instruments to be executed and delivered by the Purchaser hereunder or in connection herewith, the closing of the Transactions by the Purchaser, and compliance by the Purchaser with the provisions hereof and thereof do not and will not (i) violate, or conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination ofgive rise to a right of termination, cancellation, modification or accelerate acceleration of the performance required by, by or result in a right loss of termination or acceleration a material benefit under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of Parent or the Purchaser under any of the termsunder, conditions or provisions of (x) the charter documents or by-laws of Parent or Purchaser or (y) any note, bond, mortgage, indenture, deed of trust, license, agreement, lease, agreement permit, franchise or other instrument or obligation to which Parent or the Purchaser is a party, party or to by which any of them, the Purchaser or any of their respective its properties are bound or assets, may be subjectaffected, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule Order or regulation Law applicable to Parent or the Purchaser or by which any of their respective its properties is bound or assets; except, in the case of each of clauses (i)(y) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Liens which would not prevent or delay in any material respect the consummation of the Mergeraffected. (c) Other than in connection with or in compliance with the provisions of the MBCL, the HSR Act and the Exchange Act, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, or obtain authorizations, consents or approvals would not prevent or delay in any material respect the consummation of the Merger.

Authority and Absence of Conflict. (a) Each of Parent and Purchaser Subject to obtaining the Company Shareholder Approval, the Company has the requisite corporate power and authority to enter into this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser the Company and the consummation by Parent and Purchaser it of the transactions contemplated hereby have been duly and unanimously authorized by the respective Boards Board of Directors of Parent and Purchaserthe Company, and by Parent as sole shareholder of Purchaserand, and except for the Company Shareholder Approval, no other corporate proceedings on the part of Parent or Purchaser the Company are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser the Company and (subject, with respect to consummation of the Merger, to the receipt of the Company Shareholder Approval, and assuming that this Agreement constitutes the valid and binding obligation of the CompanyParent and Purchaser) constitutes a valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally generally, or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at law. (b) Neither Except as set forth in Schedule 3.4, and assuming the receipt of the Company Shareholder Approval, neither the execution and delivery of this Agreement by Parent or Purchaserthe Company, nor the consummation by them the Company of the transactions contemplated hereby, nor compliance by Parent or Purchaser the Company with any of the provisions hereof, will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance or payment required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or other encumbrance (collectively, "Liens") upon any of the properties or assets of Parent the Company or Purchaser under any of its subsidiaries under, any of the terms, conditions or provisions of (x) the charter documents Restated Articles of Incorporation or by-laws of Parent the Company or Purchaser any of its subsidiaries, or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent the Company or Purchaser any of its subsidiaries is a party, party or to which any of them, them or any of their respective properties or assets, assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser the Company and its subsidiaries or any of their respective properties or assets; except, in the case of each of clauses except for (i)(yA) and (ii) aboveany such violation, for such violationsconflict, conflictsbreach, breachesdefault, defaultstermination, terminationsacceleration, accelerations or creations of Liens which Lien that would not have a Material Adverse Effect or prevent or delay in any material respect the consummation of the Mergertransactions contemplated hereby, (B) the filing of premerger notification reports by the parties under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the expiration of the applicable waiting period, (C) the filing with the Securities and Exchange Commission (the "Commission") of a proxy statement in definitive form relating to the meeting of the Company's shareholders to be held in connection with the Merger (the "Proxy Statement") and such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby, and (D) the filing of the Missouri Articles of Merger with the Secretary of the State of Missouri. (c) Other than in connection with or in compliance with the provisions of the MBCL, the HSR Act Act, and the Exchange Act, no notice to, filing with, or authorization, consent or approval of, any state or local government or any court, tribunal, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity Entity") is necessary for the consummation by Parent and Purchaser the Company of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, or obtain authorizations, consents or approvals would not prevent or delay in any material respect the consummation of the Merger.

Authority and Absence of Conflict. (a) Each of Parent and Purchaser The Company has the requisite corporate power and authority to enter into this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser the Company and the consummation by Parent and Purchaser it of the transactions contemplated hereby have been duly and unanimously authorized by the respective Boards Board of Directors of Parent and Purchaserthe Company, and by Parent as sole shareholder of Purchaserand, and except for the Company Shareholder Approval, no other corporate proceedings on the part of Parent or Purchaser the Company are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser the Company and (assuming that this Agreement constitutes the valid due authorization, execution and binding obligation of the Companydelivery by Parent and Purchaser) constitutes a valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at lawprinciples. (b) Neither the execution and delivery of this Agreement by Parent or Purchaserthe Company, nor the consummation by them the Company of the transactions contemplated hereby, nor compliance by Parent or Purchaser the Company with any of the provisions hereof, will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance or payment required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of Parent the Company or Purchaser under any of its subsidiaries under, any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent the Company or Purchaser any of its Significant Subsidiaries, (y) the charter or by-laws of any of its Subsidiaries that are not Significant Subsidiaries, or (yz) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent the Company or Purchaser any of its subsidiaries is a party, party or to which any of them, them or any of their respective properties or assets, assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser the Company and its subsidiaries or any of their respective properties or assets; except, in the case of each of clauses (i)(y) ), (i)(z), and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Liens liens, security interests, charges or encumbrances which would not have a Material Adverse Effect or prevent or delay in any material respect the consummation of the Merger. (c) Other than in connection with or in compliance with the provisions of the MBCLWBCL, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange Act and of 1934, as amended (the "Exchange Act"), the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the federal, state and local environmental, health or safety laws or regulations, and to the best knowledge of the Company, certain state securities or "takeover" statutes, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity domestic or foreign public body or authority is necessary for the consummation by Parent and Purchaser the Company of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, filings or obtain such authorizations, consents or approvals would not have a Material Adverse Effect or prevent or delay in any material respect the consummation of the Merger.

Authority and Absence of Conflict. (a) Each of Parent and Purchaser The Seller has the requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and the other agreements and instruments to perform be executed and delivered by the Seller hereunder or in connection herewith, and to carry out its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by the respective Boards of Directors of Parent and Purchaser, and by Parent as sole shareholder of Purchaser, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize the execution, delivery and performance of this This Agreement and the transactions contemplated hereby. This Agreement has been duly other agreements and instruments to be executed and delivered by Parent and Purchaser and the Seller hereunder or in connection herewith constitute (assuming that this Agreement constitutes or upon execution, will constitute) the valid and legally binding obligation obligations of the Company) constitutes a valid and binding obligation of each of themSeller, enforceable against each of them the Seller in accordance with its terms their respective terms, except to the extent that its insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of which may affect creditors' rights and remedies generally or and by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) Neither the The execution and delivery by the Seller of this Agreement and the other agreements and instruments to be executed and delivered by Parent the Seller hereunder or Purchaserin connection herewith, nor the consummation by them closing of the transactions contemplated herebyTransactions by the Seller, nor and compliance by Parent or Purchaser Seller with any of the provisions hereof, hereof and thereof do not and will not (i) violate, or conflict with, or result in a breach of any provision provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination ofgive rise to a right of termination, cancellation, modification or accelerate acceleration of the performance required by, by or result in a right loss of termination or acceleration a material benefit under, or result in the creation of any Lien Encumbrance upon any of the capital stock of an Acquired Entity or subsidiary thereof or any other properties or assets of Parent an Acquired Entity or Purchaser under any of the termssubsidiary thereof under, conditions or provisions of (x) the charter documents or by-laws of Parent or Purchaser or (y) any note, bond, mortgage, indenture, deed of trust, license, agreement, lease, agreement permit, franchise or other instrument or obligation to which Parent the Seller, an Acquired Entity or Purchaser subsidiary thereof is a partyparty or by which its properties are bound or affected, except in any such case (A) for any such violation, conflict, breach, default, termination, cancellation, modification, acceleration, loss or creation that would not reasonably be expected to which any have a Material Adverse Effect or (B) for the effect of themsuch execution, or any of their respective properties or assetsdelivery, may be subjectclosing and compliance on the Surety Bonds set forth in Schedule 3.2(b) hereto, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule Order or regulation Law applicable to Parent the Seller, an Acquired Entity or Purchaser a subsidiary thereof or by which any of their respective the properties of the Seller, an Acquired Entity or assets; except, in the case of each of clauses (i)(y) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations subsidiary thereof is bound or creations of Liens which affected except as would not prevent or delay in any material respect reasonably be expected to have a Material Adverse Effect. This Agreement and the consummation Transactions have been unanimously approved by the Board of Directors of Seller, and the Board of Directors has unanimously resolved to recommend approval of this Agreement and the Transactions to the stockholders of the Merger. (c) Other than in connection with or in compliance with Seller. The Board of Directors of Seller has received a favorable opinion from Xxxxxx Capital LLC as to the provisions fairness from a financial point of the MBCL, the HSR Act view of this Agreement and the Exchange Act, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity is necessary for Transactions to the consummation by Parent Seller and Purchaser of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, or obtain authorizations, consents or approvals would not prevent or delay in any material respect the consummation of the MergerSeller's stockholders.

Authority and Absence of Conflict. (a) Each of Parent and Purchaser 3.4.1 The Company has the requisite corporate power and authority to enter into this Agreement and the agreements and instruments contemplated hereby and to perform carry out its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution and delivery of this Agreement by Parent and Purchaser the agreements and instruments contemplated hereby and the consummation by Parent and Purchaser of the transactions contemplated hereby and thereby have been duly authorized by the respective Boards board of Directors directors of Parent and Purchaser, and by Parent as sole shareholder of Purchaserthe Company, and no other corporate proceedings action on the part of Parent the Company or Purchaser are necessary its stockholders is necessary. This Agreement and the other agreements and instruments to authorize be executed by the Company hereunder have been (or on or prior to the Closing Date will have been, as applicable), duly executed by the Company and constitute (or upon execution will constitute) the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. 3.4.2 Except as set forth in Schedule 3.4, the execution, delivery and performance of this Agreement and the transactions agreements and instruments contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and (assuming that this Agreement constitutes the valid and binding obligation of the Company) constitutes a valid and binding obligation of each of them, enforceable against each of them in accordance with its terms except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement by Parent or Purchaser, nor the consummation by them of the transactions contemplated herebyhereby and thereby, nor and compliance by Parent or Purchaser with any of the provisions hereof, hereof and thereof do not and will not (ia) violate, or conflict with, or result in a breach of any provision provisions of, or constitute a default (or an event whichthat, with notice or lapse of time time, or both, would constitute a default) under any of the terms, conditions or provisions of the certificate of incorporation or bylaws of the Company, (b) violate, or conflict with, or result in a breach of any provisions of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the termination ofgive rise to a right of termination, cancellation, modification or accelerate acceleration of the performance required by, or result in a right loss of termination or acceleration a material benefit under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of Parent the Company or Purchaser any of its Subsidiaries under any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent or Purchaser or (y) of, any note, bond, mortgage, indenture, deed of trust, license, agreement, lease, agreement franchise or other instrument or obligation arrangement to which Parent the Company or Purchaser any of its Subsidiaries is a party, bound or to which any of themtheir assets is subject, or any of their respective properties or assets, may be subjectincluding those listed on Schedule 3.11, or (iic) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule Order or regulation Law applicable to Parent or Purchaser or any of their respective properties or assets; exceptthe foregoing, where, in the case of each of clauses any such cases described in clause (i)(yb) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Liens which would not prevent or delay in any material respect the consummation of the Merger. clause (c) Other than in connection with ), such violation, conflict, breach, default, termination, cancellation, modification, acceleration, loss or in compliance with Encumbrance would reasonably be expected to be material to the provisions of the MBCL, the HSR Act and the Exchange Act, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, or obtain authorizations, consents or approvals would not prevent or delay in any material respect the consummation of the MergerBusiness.

Authority and Absence of Conflict. (a) Each of Parent the Acquired Entities and Purchaser its subsidiaries has the requisite corporate power and authority necessary to enter into this Agreement execute, deliver and perform its obligations under the agreements and instruments to be executed and delivered by it hereunder or in connection herewith and to perform carry out its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser each of the transactions contemplated hereby Acquired Entities and its subsidiaries of the agreements and instruments to be executed and delivered by it hereunder or in connection herewith have been duly authorized by the respective Boards of Directors of Parent and Purchaser, and by Parent as sole shareholder of Purchaser, and no other all requisite corporate proceedings action required on the part of Parent or Purchaser are necessary each such entity. The agreements and instruments to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly be executed and delivered by Parent each of the Acquired Entities and Purchaser its subsidiaries hereunder or in connection herewith have been duly executed by such entity and constitute (assuming that this Agreement constitutes or upon execution, will constitute) the valid and legally binding obligation of the Company) constitutes a valid and binding obligation obligations of each of them, such entity enforceable against each of them it in accordance with its terms their respective terms, except to the extent that its insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of which may affect creditors' rights and remedies generally or and by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) Neither the The execution and delivery of this Agreement by Parent or Purchaser, nor the consummation by them each of the transactions contemplated herebyAcquired Entities and its subsidiaries of the agreements and instruments to be executed and delivered by it hereunder or in connection herewith, nor the closing of the Transactions and compliance by Parent or Purchaser with any each of the Acquired Entities and its subsidiaries with the provisions hereof, thereof do not and will (i) not violate, or conflict with, or result in a breach of any provision provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), or create an Encumbrance upon the capital stock of any such Acquired Entity or subsidiary thereof (other than as contemplated by the Ancillary Documents), under any of the terms, conditions or provisions of the Charter or Bylaws of the Acquired Entities and their respective subsidiaries. (c) The execution and delivery by each of the Acquired Entities and its subsidiaries of the agreements and instruments to be executed and delivered hereunder or in connection herewith, the closing of the Transactions and compliance with the provisions thereof do not and will not (i) violate, or conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination ofgive rise to a right of termination, cancellation, modification or accelerate acceleration of the performance required by, by or result in a right loss of termination or acceleration a material benefit under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of Parent any Acquired Entity or Purchaser under any of the termssubsidiary thereof under, conditions or provisions of (x) the charter documents or by-laws of Parent or Purchaser or (y) any note, bond, mortgage, indenture, deed of trust, lease, material license, leaseagreement, agreement permit, franchise or other instrument or obligation to which Parent or Purchaser such entity is a party, party or to by which any of themits properties are bound or affected, except in any such case (A) for any such violation, conflict, breach, default, termination, cancellation, modification, acceleration, loss or any creation that would not reasonably be expected to have a Material Adverse Effect or (B) for the effect of their respective properties or assetssuch execution, may be subjectdelivery, closing and compliance on the Surety Bonds; or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule Order or regulation any Law applicable to Parent any Acquired Entity or Purchaser subsidiary thereof or by which any of their respective its properties is bound or assets; except, in affected except as would not reasonably be expected to have a Material Adverse Effect. (d) Except (i) as may be required under the case of each of clauses (i)(y) HSR Act and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Liens which would not prevent or delay in any material respect the consummation of the Merger. (c) Other than in connection with or in compliance with the provisions of the MBCL, the HSR Act and the Exchange Act, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, except Consents where the failure to give obtain such notices, make such filings, or obtain authorizations, consents or approvals Consents would not prevent reasonably be expected to have a Material Adverse Effect, no Consent of or delay with any court, Governmental Authority or third Person is required to be obtained by any Acquired Entity in any material respect connection with the execution and delivery of this Agreement by the Seller or the consummation by the Company of the MergerTransactions.

Authority and Absence of Conflict. (a) Each of Parent and Purchaser Subject to obtaining the Company Shareholder Approval, the Company has the requisite corporate power and authority to enter into this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser the Company and the consummation by Parent and Purchaser it of the transactions contemplated hereby have been duly and unanimously authorized by the respective Boards Board of Directors of Parent and Purchaserthe Company, and by Parent as sole shareholder of Purchaserand, and except for the Company Shareholder Approval, no other corporate proceedings on the part of Parent or Purchaser the Company are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser the Company and (subject, with respect to consummation of the Merger, to the receipt of the Company Shareholder Approval, and assuming that this Agreement constitutes the valid and binding obligation of the CompanyParent and Purchaser) constitutes a valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally generally, or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at law. (b) Neither Except as set forth in Schedule 3.4, and assuming the receipt of the Company Shareholder Approval, neither the execution and delivery of this Agreement by Parent or Purchaserthe Company, nor the consummation by them the Company of the transactions contemplated hereby, nor compliance by Parent or Purchaser the Company with any of the provisions hereof, will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance or payment required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or other encumbrance (collectively, "Liens") upon any of the properties or assets of Parent the Company or Purchaser under any of its subsidiaries under, any of the terms, conditions or provisions of (x) the charter documents Restated Articles of Incorporation or by-laws of Parent the Company or Purchaser any of its subsidiaries, or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent the Company or Purchaser any of its subsidiaries is a party, party or to which any of them, them or any of their respective properties or assets, assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser the Company and its subsidiaries or any of their respective properties or assets; except, in the case of each of clauses except for (i)(yA) and (ii) aboveany such violation, for such violationsconflict, conflictsbreach, breachesdefault, defaultstermination, terminationsacceleration, accelerations or creations of Liens which Lien that would not have a Material Adverse Effect or prevent or delay in any material respect the consummation of the Mergertransactions contemplated hereby, (B) the filing of premerger notification reports by the parties under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and the expiration of the applicable waiting period, (C) the filing with the Securities and Exchange Commission (the "Commission") of a proxy statement in definitive form relating to the meeting of the Company's shareholders to be held in connection with the Merger (the "Proxy Statement") and such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby, and (D) the filing of the Missouri Articles of Merger with the Secretary of the State of Missouri. (c) Other than in connection with or in compliance with the provisions of the MBCL, the HSR Act Act, and the Exchange Act, no notice to, filing with, or authorization, consent or approval of, any state or local government or any court, tribunal, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity Entity") is necessary for the consummation by Parent and Purchaser the Company of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, or obtain authorizations, consents or approvals would not prevent or delay in any material respect the consummation of the Merger.

Authority and Absence of Conflict. (a) Each of Parent and Purchaser The Company has the requisite corporate power and authority to enter into this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser the Company and the consummation by Parent and Purchaser it of the transactions contemplated hereby have been duly and unanimously authorized by the respective Boards Board of Directors of Parent and Purchaserthe Company, and by Parent as sole shareholder of Purchaserand, and except for the Company Shareholder Approval, no other corporate proceedings on the part of Parent or Purchaser the Company are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser the Company and (assuming that this Agreement constitutes the valid due authorization, execution and binding obligation of the Companydelivery by Parent and Purchaser) constitutes a valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at lawprinciples. (b) Neither the execution and delivery of this Agreement by Parent or Purchaserthe Company, nor the consummation by them the Company of the transactions contemplated hereby, nor compliance by Parent or Purchaser the Company with any of the provisions hereof, will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance or payment required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of Parent the Company or Purchaser under any of its subsidiaries under, any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent the Company or Purchaser any of its Significant Subsidiaries, (y) the charter or by-laws of any of its Subsidiaries that are not Significant Subsidiaries, or (yz) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent the Company or Purchaser any of its subsidiaries is a party, party or to which any of them, them or any of their respective properties or assets, assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser the Company and its subsidiaries or any of their respective properties or assets; except, in the case of each of clauses (i)(y) ), (i)(z), and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Liens liens, security interests, charges or encumbrances which would not have a Material Adverse Effect or prevent or delay in any material respect the consummation of the Merger.. 5 (c) Other than in connection with or in compliance with the provisions of the MBCLWBCL, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange Act and of 1934, as amended (the "Exchange Act"), the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the federal, state and local environmental, health or safety laws or regulations, and to the best knowledge of the Company, certain state securities or "takeover" statutes, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity domestic or foreign public body or authority is necessary for the consummation by Parent and Purchaser the Company of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, filings or obtain such authorizations, consents or approvals would not have a Material Adverse Effect or prevent or delay in any material respect the consummation of the Merger.

Authority and Absence of Conflict. (a) Each of Parent the Acquired Entities and Purchaser its subsidiaries has the requisite corporate power and authority necessary to enter into this Agreement execute, deliver and perform its obligations under the agreements and instruments to be executed and delivered by it hereunder or in connection herewith and to perform carry out its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser each of the transactions contemplated hereby Acquired Entities and its subsidiaries of the agreements and instruments to be executed and delivered by it hereunder or in connection herewith have been duly authorized by the respective Boards of Directors of Parent and Purchaser, and by Parent as sole shareholder of Purchaser, and no other all requisite corporate proceedings action required on the part of Parent or Purchaser are necessary each such entity. The agreements and instruments to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly be executed and delivered by Parent each of the Acquired Entities and Purchaser its subsidiaries hereunder or in connection herewith have been duly executed by such entity and constitute (assuming that this Agreement constitutes or upon execution, will constitute) the valid and legally binding obligation of the Company) constitutes a valid and binding obligation obligations of each of them, such entity enforceable against each of them it in accordance with its terms their respective terms, except to the extent that its insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of which may affect creditors' rights and remedies generally or and by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) Neither the The execution and delivery of this Agreement by Parent or Purchaser, nor the consummation by them each of the transactions contemplated herebyAcquired Entities and its subsidiaries of the agreements and instruments to be executed and delivered by it hereunder or in connection herewith, nor the closing of the Transactions and compliance by Parent or Purchaser with any each of the Acquired Entities and its subsidiaries with the provisions hereof, thereof do not and will (i) not violate, or conflict with, or result in a breach of any provision provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), or create an Encumbrance upon the capital stock of any such Acquired Entity or subsidiary thereof (other than in connection with the Transactions), under any of the terms, conditions or provisions of the Charter or Bylaws of the Acquired Entities and their respective subsidiaries. (c) The execution and delivery by each of the Acquired Entities and its subsidiaries of the agreements and instruments to be executed and delivered hereunder or in connection herewith, the closing of the Transactions and compliance with the provisions thereof do not and will not (i) violate, or conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination ofgive rise to a right of termination, cancellation, modification or accelerate acceleration of the performance required by, by or result in a right loss of termination or acceleration a material benefit under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of Parent any Acquired Entity or Purchaser under any of the termssubsidiary thereof under, conditions or provisions of (x) the charter documents or by-laws of Parent or Purchaser or (y) any note, bond, mortgage, indenture, deed of trust, lease, material license, leaseagreement, agreement permit, franchise or other instrument or obligation to which Parent or Purchaser such entity is a party, party or to by which any of themits properties are bound or affected, except in any such case (A) for any such violation, conflict, breach, default, termination, cancellation, modification, acceleration, loss or any creation that would not reasonably be expected to have a Material Adverse Effect or (B) for the effect of their respective properties or assetssuch execution, may be subjectdelivery, closing and compliance on the Surety Bonds [DualStar to review]; or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule Order or regulation any Law applicable to Parent any Acquired Entity or Purchaser subsidiary thereof or by which any of their respective its properties is bound or assets; except, in affected except as would not reasonably be expected to have a Material Adverse Effect. (d) Except (i) as may be required under the case of each of clauses (i)(y) HSR Act and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Liens which would not prevent or delay in any material respect the consummation of the Merger. (c) Other than in connection with or in compliance with the provisions of the MBCL, the HSR Act and the Exchange Act, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, except Consents where the failure to give obtain such notices, make such filings, or obtain authorizations, consents or approvals Consents would not prevent reasonably be expected to have a Material Adverse Effect, no Consent of or delay with any court, Governmental Authority or third Person is required to be obtained by any Acquired Entity in any material respect connection with the execution and delivery of this Agreement by the Seller or the consummation by the Company of the MergerTransactions.

Authority and Absence of Conflict. (a) Each of Parent and Purchaser The Company has the requisite corporate power and authority to enter into this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser the Company and the consummation by Parent and Purchaser it of the transactions contemplated hereby have been duly authorized by the respective Boards Board of Directors of Parent and Purchaserthe Company, and by Parent and, except for the approval of the holders of outstanding Shares (if required under the DGCL) as sole shareholder set forth in Section 6.2 of Purchaserthis Agreement, and no other corporate proceedings on the part of Parent or Purchaser the Company are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser the Company and (assuming that this Agreement constitutes the valid due authorization, execution and binding obligation of the Companydelivery by Parent and Purchaser) constitutes a valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally or by general equitable principles regardless principles. The only vote required to authorize the Merger is the affirmative vote of whether enforceability is considered in a proceeding in equity or at lawmajority of the outstanding Shares. The Company has elected, pursuant to its charter, not to be subject to Section 203 of the DGCL. (b) Neither the execution The execution, delivery and delivery performance of this Agreement by Parent or Purchaserthe Company, nor the consummation by them the Company of the transactions contemplated hereby, nor and the compliance by Parent or Purchaser the Company with any of the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of Parent the Company or Purchaser under any of its subsidiaries under, any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent the Company or Purchaser any of its subsidiaries, or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent the Company or Purchaser any of its subsidiaries is a party, party or to which any of them, them or any of their respective properties or assets, assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent the Company or Purchaser its subsidiaries or any of their respective properties or assets; except, in the case of each of clauses (i)(y) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Liens which liens, security interests, charges or encumbrances (A) which, in the aggregate, 16 would not have a Material Adverse Effect or prevent or delay in any material respect the consummation of the MergerMerger or the Offer in any material respect; or (B) which are cured, waived or terminated prior to the acceptance for payment of Shares by Purchaser under the Offer. (c) Other than in connection with or in compliance with the provisions of the MBCLDGCL, the Hart-Xxxxx-Xxxxxx Xxti-trust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act and the Exchange Act"takeover" laws of various states, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity domestic or foreign public body or authority is necessary for the execution, delivery and performance of this Agreement by the Company and the consummation by Parent and Purchaser the Company of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, filings or obtain such authorizations, consents or approvals would would, in the aggregate, not have a Material Adverse Effect or prevent or delay in any material respect the consummation of the MergerMerger or Offer or otherwise prevent or delay the Company from performing its obligations under this Agreement in any material respect.

Authority and Absence of Conflict. (a) Each of Parent and Purchaser has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by the respective Boards of Directors of Parent and Purchaser, and by Parent as sole shareholder of Purchaserall necessary corporate action, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and (assuming that this Agreement constitutes the valid due authorization, execution and binding obligation of delivery by the Company) constitutes a valid and binding obligation of each of them, enforceable against each of them in accordance with its terms except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at lawprinciples. (b) Neither the execution The execution, delivery and delivery performance of this Agreement by Parent or Purchaser, nor the consummation by them of the transactions contemplated hereby, nor and the compliance by Parent or Purchaser with any of the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or Purchaser or any other direct or indirect subsidiary of Parent under any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent or Purchaser Purchaser, or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or Purchaser or any other direct or indirect subsidiary of Parent is a party, or to which any of them, or any of their respective properties or assets, may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser or any of their respective properties or assets; except, in the case of each of clauses (i)(y) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Liens which liens, security interests, charges or encumbrances which, in the aggregate, would not have a material adverse effect upon the business or financial condition of Parent and its subsidiaries taken as a whole or prevent or delay in any material respect the consummation of the MergerMerger or the Offer. (c) Other than in connection with or in compliance with the provisions of the MBCLDGCL, the HSR Act, the Exchange Act and the Exchange Act"takeover" laws of various states, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity domestic or foreign public body or authority is necessary for the execution, delivery and performance of this Agreement by each of Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, or obtain authorizations, consents or approvals would would, in the aggregate, not materially impair the ability of Parent and Purchaser to perform their obligations hereunder or have a material adverse effect upon the business or financial condition of Parent and its subsidiaries taken as a whole or prevent or delay in any material respect the consummation of the MergerMerger or Offer in any material respect.

Authority and Absence of Conflict. (a) Each of Parent and Purchaser The Seller has the requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and the other agreements and instruments to perform be executed and delivered by the Seller hereunder or in connection herewith, and to carry out its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by the respective Boards of Directors of Parent and Purchaser, and by Parent as sole shareholder of Purchaser, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize the execution, delivery and performance of this This Agreement and the transactions contemplated hereby. This Agreement has been duly other agreements and instruments to be executed and delivered by Parent and Purchaser and the Seller hereunder or in connection herewith constitute (assuming that this Agreement constitutes or upon execution, will constitute) the valid and legally binding obligation obligations of the Company) constitutes a valid and binding obligation of each of themSeller, enforceable against each of them the Seller in accordance with its terms their respective terms, except to the extent that its insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of which may affect creditors' rights and remedies generally or and by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) Neither the The execution and delivery by the Seller of this Agreement and the other agreements and instruments to be executed and delivered by Parent the Seller hereunder or Purchaserin connection herewith, nor the consummation by them closing of the transactions contemplated herebyTransactions by the Seller, nor and compliance by Parent or Purchaser Seller with any of the provisions hereof, hereof and thereof do not and will not (i) violate, or conflict with, or result in a breach of any provision provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination ofgive rise to a right of termination, cancellation, modification or accelerate acceleration of the performance required by, by or result in a right loss of termination or acceleration a material benefit under, or result in the creation of any Lien Encumbrance upon any of the capital stock of an Acquired Entity or subsidiary thereof or any other properties or assets of Parent an Acquired Entity or Purchaser under any of the termssubsidiary thereof under, conditions or provisions of (x) the charter documents or by-laws of Parent or Purchaser or (y) any note, bond, mortgage, indenture, deed of trust, license, agreement, lease, agreement permit, franchise or other instrument or obligation to which Parent the Seller, an Acquired Entity or Purchaser subsidiary thereof is a partyparty or by which its properties are bound or affected, except in any such case (A) for any such violation, conflict, breach, default, termination, cancellation, modification, acceleration, loss or creation that would not reasonably be expected to which any have a Material Adverse Effect or (B) for the effect of themsuch execution, or any of their respective properties or assetsdelivery, may be subjectclosing and compliance on the Surety Bonds set forth in Schedule 3.2(b) hereto, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule Order or regulation Law applicable to Parent the Seller, an Acquired Entity or Purchaser a subsidiary thereof or by which any of their respective the properties of the Seller, an Acquired Entity or assets; except, in the case of each of clauses (i)(y) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations subsidiary thereof is bound or creations of Liens which affected except as would not prevent or delay in any material respect the consummation of the Mergerreasonably be expected to have a Material Adverse Effect. (c) Other than in connection with or in compliance with the provisions of the MBCL, the HSR Act and the Exchange Act, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, or obtain authorizations, consents or approvals would not prevent or delay in any material respect the consummation of the Merger.

Authority and Absence of Conflict. (a) Each of Parent 4.2.1 Acquiror and Purchaser has Merger Sub have the requisite corporate power and authority to enter into this Agreement and the agreements and instruments contemplated hereby and to perform its carry out their obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution and delivery of this Agreement by Parent and Purchaser the agreements and instruments contemplated hereby and the consummation by Parent and Purchaser of the transactions contemplated hereby and thereby have been duly authorized by the respective Boards of Directors of Parent and Purchaser, and by Parent as sole shareholder of Purchaser, and no other all necessary corporate proceedings action required on the part of Parent Acquiror and Merger Sub. This Agreement and the other agreements have been (or Purchaser are necessary on or prior to authorize the Closing Date will have been, as applicable) duly executed by Acquiror and Merger Sub and constitute (or upon execution will constitute) the valid and legally binding obligations of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with their respective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. 4.2.2 The execution, delivery and performance of this Agreement and the agreements and instruments contemplated hereby, the consummation of the transactions contemplated hereby. This Agreement has been duly executed hereby and delivered by Parent thereby, and Purchaser compliance with the provisions hereof and (assuming that this Agreement constitutes the valid thereof do not and binding obligation will not violate any of the Companyterms, conditions or provisions of (i) constitutes the certificate of incorporation or bylaws of Acquiror or Merger Sub or (ii) except for any violations that would not reasonably be expected to have a valid and binding obligation of each of themMaterial Adverse Effect, enforceable against each of them in accordance with its terms except any Order or Law applicable to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium Acquiror or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at lawMerger Sub. (b) Neither 4.2.3 Except as set forth in Schedule 4.2.3, the execution and delivery of this Agreement by Parent or Purchaserand the agreements and instruments contemplated hereby, nor the consummation by them of the transactions contemplated herebyhereby and thereby, nor and compliance by Parent or Purchaser with any of the provisions hereof, hereof and thereof do not and will (i) not violate, or conflict with, or result in a breach of any provision provisions of, or constitute a default (or an event whichthat, with notice or lapse of time or both, would constitute a default) under, or result in the termination ofgive rise to a right of termination, cancellation, modification or accelerate acceleration of the performance required by, by or result in a right loss of termination or acceleration a material benefit under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of Parent Acquiror or Purchaser Merger Sub under any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent or Purchaser or (y) of, any note, bond, mortgage, indenture, deed of trust, license, agreement, lease, agreement franchise or other instrument or obligation arrangement to which Parent Acquiror or Purchaser Merger Sub is a party, party or to by which any of them, them or any of their respective properties or assetsare bound, may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser or any of their respective properties or assets; exceptwhere, in the case of each of clauses (i)(y) and (ii) aboveany such case, for such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, accelerations cancellation, modification, acceleration, loss or creations of Liens which Encumbrance would not prevent affect or delay in any material respect the consummation of the Mergerinterfere with Acquiror's or Merger Sub's ability to perform its obligations hereunder. (c) Other than in connection with or in compliance with the provisions of the MBCL, the HSR Act and the Exchange Act, no notice to, filing with, or authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, or obtain authorizations, consents or approvals would not prevent or delay in any material respect the consummation of the Merger.