Common use of Authority; Approval Clause in Contracts

Authority; Approval. (a) Extreme has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement is a valid and binding agreement of Extreme enforceable against Extreme in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). The members of Extreme have approved this Agreement and the sale of the Extreme Assets and the other transactions contemplated hereby. (b) Each of Tilden and Sub has all requisite corporate power and authority and exxx xxs taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, subject only to approval by the holders of a majority of the outstanding shares of Tilden Common Stock (the "Tilden Requisite Vote") of the Reverse Splxx (xx defined in Section 0.00) the Tilden Charter Amendments (as defined in Section 4.19) and this Agrexxxxx. Subject to the Tilden Requisite Vote, this Agreement is a valid and binding agreemexx xx Tilden, enforceable against Tilden in accordance with its terms, subxxxx xo the Bankruptcy and Exxxxx Exception. The Shares of Tilden Common Stock, when issued pursuant to this Agreement, will be xxxxxly issued, fully paid and nonassessable, and no stockholder of Tilden will have any

Authority; Approval. (a) Extreme HXXXXXX XX has all the requisite power and authority (including full corporate power and authority authority) to execute and has taken deliver this Agreement and, subject to receipt of the Requisite HXXXXXX XX Stockholder Approvals and the satisfaction or waiver of all corporate action necessary conditions to the Closing of the Merger as set forth in order Article VIII, to execute, deliver and perform its obligations under this Agreement hereunder and to consummate the transactions contemplated hereby. This Agreement is a valid and binding agreement of Extreme enforceable against Extreme in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (including the "Bankruptcy and Equity Exception")Merger. The members execution and delivery of Extreme have approved this Agreement by HXXXXXX XX and the sale consummation by HXXXXXX XX of the Extreme Assets and the other transactions contemplated hereby. (b) Each of Tilden and Sub has all requisite corporate power and authority and exxx xxs taken all corporate action necessary in order to execute, deliver and perform its obligations under by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of HXXXXXX XX are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject only to approval by the holders of a majority (i) receipt of the outstanding shares of Tilden Common Stock Requisite HXXXXXX XX Stockholder Approvals, (ii) the "Tilden Requisite Vote") filing of the Reverse Splxx Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT and (xx defined in Section 0.00iii) the Tilden Charter Amendments filing of the Certificate of Merger with, and acceptance for record of the Certificate of Merger by, the TXSOS and all other required Texas regulatory agencies. (as defined in Section 4.19b) This Agreement has been duly executed and this Agrexxxxx. Subject to the Tilden Requisite Votedelivered by HXXXXXX XX, this Agreement is and assuming due authorization, execution and delivery by HXXXXXX XIX, constitutes a legal, valid and binding agreemexx xx Tildenobligation of HXXXXXX XX, enforceable against Tilden HXXXXXX XX in accordance with its termsterms and conditions, subxxxx xo except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the Bankruptcy and Exxxxx Exception. The Shares recommendation of Tilden Common Stockthe HXXXXXX XX Special Committee, when issued pursuant to the HXXXXXX XX Board has (i) determined that the terms of this Agreement, will the Merger, the Merger Consideration and the other transactions contemplated by this Agreement are fair and reasonable and in the best interests of HXXXXXX XX and the holders of HXXXXXX XX Shares, (ii) approved, authorized, adopted and declared advisable this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement and the Proxy Statement, (iii) directed that the Merger and the proposals set forth in Proxy Statement be xxxxxly issued, fully paid submitted to a vote of the holders of HXXXXXX XX Shares and nonassessable(iv) recommended that holders of HXXXXXX XX Shares vote in favor of approval of the Merger, and no stockholder of Tilden will the other proposals set forth in the Proxy Statement (such recommendation, the “HXXXXXX XX Board Recommendation”), which resolutions remain in full force and effect and have anynot been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Article VII.

Authority; Approval. (a) Extreme HXXXXXX XIX has all the requisite power and authority (including full corporate power and authority authority) to execute and has taken deliver this Agreement and, subject to receipt of the Requisite HXXXXXX XIX Stockholder Approvals and the satisfaction or waiver of all corporate action necessary conditions to the Closing of the Merger as set forth in order Article VIII, to execute, deliver and perform its obligations under this Agreement hereunder and to consummate the transactions contemplated hereby. This Agreement is a valid and binding agreement of Extreme enforceable against Extreme in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (including the "Bankruptcy and Equity Exception")Merger. The members execution and delivery of Extreme have approved this Agreement by HXXXXXX XIX and the sale consummation by HXXXXXX XIX of the Extreme Assets and the other transactions contemplated hereby. (b) Each of Tilden and Sub has all requisite corporate power and authority and exxx xxs taken all corporate action necessary in order to execute, deliver and perform its obligations under by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of HXXXXXX XIX are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject only to approval by the holders of a majority (i) receipt of the outstanding shares of Tilden Common Stock Requisite HXXXXXX XIX Stockholder Approvals, (ii) the "Tilden Requisite Vote") filing of the Reverse Splxx Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT and (xx defined in Section 0.00iii) the Tilden Charter Amendments filing of the Certificate of Merger with, and acceptance for record of the Certificate of Merger by, the TXSOS and all other required Texas regulatory agencies. (as defined in Section 4.19b) This Agreement has been duly executed and this Agrexxxxx. Subject to the Tilden Requisite Votedelivered by HXXXXXX XIX, this Agreement is and assuming due authorization, execution and delivery by HXXXXXX XX, constitutes a legal, valid and binding agreemexx xx Tildenobligation of HXXXXXX XIX, enforceable against Tilden HXXXXXX XIX in accordance with its termsterms and conditions, subxxxx xo except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) On the Bankruptcy and Exxxxx Exception. The Shares recommendation of Tilden Common Stockthe HXXXXXX XIX Special Committee, when issued pursuant to the HXXXXXX XIX Board has (i) determined that the terms of this Agreement, will the Merger, the Merger Consideration and the other transactions contemplated by this Agreement are fair and reasonable and in the best interests of HXXXXXX XIX and the holders of HXXXXXX XIX Shares, (ii) approved, authorized, adopted and declared advisable this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) directed that the Merger be xxxxxly issuedsubmitted to a vote of the holders of HXXXXXX XIX Shares and (iv) recommended that holders of HXXXXXX XIX Shares vote in favor of approval of the Merger (such recommendation, fully paid the “HXXXXXX XIX Board Recommendation”), which resolutions remain in full force and nonassessableeffect and have not been subsequently rescinded, and no stockholder of Tilden will have anymodified or withdrawn in any way, except as may be permitted after the date hereof by Article VII.

Authority; Approval. (a) Extreme The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyMerger. This Agreement is has been duly executed and delivered by the Company and, assuming the due execution and delivery of the same by Parent and Merger Subsidiary, constitutes a valid and binding agreement of Extreme the Company enforceable against Extreme the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). The members of Extreme have approved Except for the Company Stockholder Approval, this Agreement and the sale of the Extreme Assets and the other transactions contemplated hereby. (b) Each of Tilden and Sub has , have been duly authorized by all requisite corporate power and authority and exxx xxs taken all necessary corporate action necessary in order to execute, deliver and perform its obligations under on the part of the Company. The adoption of this Agreement and to consummate by the transactions contemplated by this Agreement, subject only to approval by affirmative vote of the holders of a majority of the outstanding shares of Tilden Common Company Stock (is the "Tilden Requisite Vote") only vote or consent of the Reverse Splxx (xx defined in Section 0.00) holders of any of the Tilden Charter Amendments (as defined in Section 4.19) and this Agrexxxxx. Subject Company’s capital stock necessary to the Tilden Requisite Vote, this Agreement is a valid and binding agreemexx xx Tilden, enforceable against Tilden in accordance with its terms, subxxxx xo the Bankruptcy and Exxxxx Exception. The Shares of Tilden Common Stock, when issued pursuant to authorize this Agreement, will be xxxxxly issuedthe Merger or the other transactions contemplated hereby (the “Company Stockholder Approval”). (b) At meetings duly called and held, fully paid the Company’s board of directors (the “Company Board”) has (i) determined that this Agreement and nonassessablethe transactions contemplated hereby are fair to and in the best interests of the Company’s stockholders, (ii) approved, adopted and no stockholder declared advisable this Agreement and the transactions contemplated hereby, (iii) approved and adopted any approvals or waivers necessary to render the Stockholders Agreement and the Section 203 Agreement inapplicable to the transactions contemplated hereby and (iv) resolved to recommend approval and adoption of Tilden will have anythis Agreement by the stockholders of the Company (such recommendation, the “Company Board Recommendation”).