Common use of Authority; Due Authorization; Binding Agreement; Approval Clause in Contracts

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, subject, with respect to the Merger, to the Company Stockholder Approval under the DGCL. The Company Stockholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. (b) The execution and delivery of, and the performance of the Company’s obligations under, this Agreement and the consummation of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all requisite corporate action on the part of the Company (other than, with respect to the Merger, the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). (c) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The board of directors of the Company (the “Company Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the Company, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to, and in the best interests of the stockholders of the Company, (ii) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger), (iii) resolved (subject to Section 6.3(b)) to recommend the adoption of this Agreement (including the Merger) by the stockholders of the Company (the “Company Stockholders”), and (iv) directed that the Merger be submitted to Company Stockholders for approval, all of which determinations, approvals and resolutions have not been rescinded, modified or withdrawn as of the date hereof.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company Each of Parent and Sub has all requisite corporate or other business entity power and authority to enter into this Agreement and to perform its obligations under this AgreementAgreement and all agreements, subject, with respect instruments and documents related to the Merger, to the Company Stockholder Approval under the DGCL. The Company Stockholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the MergerFinancing. (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby (Transactions, including the Merger) Financing, have been duly and validly authorized by all requisite corporate or other business entity action on the part of the Company each of Parent and Sub (other than, with respect to the Merger, the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCLDelaware Law). (c) This Agreement has been duly executed and delivered by the Company each of Parent and Sub and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubEdge, constitutes a legal, valid and binding obligation of the Company each of Parent and Sub, enforceable against the Company each of them in accordance with its terms, subject, however, to the effects of except as limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting creditors’ the rights generally or remedies of creditors and to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The board of directors of the Company Parent (the “Company Parent Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the Companyby irrevocable unanimous written consent, at a meeting duly called and held, has (iA) determined that this Agreement and the transactions contemplated hereby (Transactions, including the Merger) Parent Restructure and issuance of Parent Common Stock and Parent Preferred Stock, are advisable, fair to, advisable and in the best interests of the stockholders of the CompanyParent stockholders, (iiB) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger), (iiiC) resolved (subject to Section 6.3(b)) to recommend the adoption issuance of shares of Parent Common Stock and Parent Preferred Stock pursuant to Section 1.6 and the amendment of Parent’s certificate of incorporation pursuant to Section 5.14. (e) The stockholders of Parent, by irrevocable written consent (copies of which have been delivered to Edge) have (A) adopted this Agreement Agreement, (B) approved the Transactions, including the Mergeramendment of Parent’s certificate of incorporation pursuant to Section 5.14 and (C) by approved the stockholders First Amendment to Stockholders’ Agreement, dated as of the Company July 11, 2008, among Parent, Xxxxxxx Investments, L.L.C., an Oklahoma limited liability company, Altoma Energy, an Oklahoma general partnership, and CHK Holdings, LLC, an Oklahoma limited liability company (a copy of which has been delivered to Edge) (the “Company Stockholders’ Amendment”), . (f) The Stockholders’ Amendment has been duly executed and (iv) directed that the Merger be submitted to Company Stockholders for approval, all of which determinations, approvals delivered by Parent and resolutions have not been rescinded, modified or withdrawn as each of the date hereofother parties thereto and, assuming the due authorization, execution and delivery thereof by such other parties, constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization and other laws of general applicability relating to or affecting the rights or remedies of creditors and by general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company PESI has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, subject, with respect to the Merger, to the Company Stockholder Approval under the DGCL. The Company Stockholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement by PESI and the consummation by PESI of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all requisite corporate action on the part of the Company (other than, with respect to the Merger, the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)PESI. (c) This Agreement has been duly executed and delivered by the Company PESI and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Company PESI, enforceable against the Company PESI in accordance with its terms, subject, however, to the effects of except as limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent transfer, reorganization and other similar laws Laws of general applicability relating to or affecting creditors’ the rights generally or remedies of creditors and to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The board of directors of the Company (the “Company Board of Directors”), having considered the recommendation Directors of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the CompanyPESI, at a meeting duly called and held, has duly adopted resolutions unanimously (i) determined determining that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to, advisable and in the best interests of the stockholders of the Company, PESI and (ii) approved and adopted approving this Agreement and transactions contemplated hereby and all other corporate action required to be taken in connection with the consummation of the transactions contemplated hereby (including hereby, which resolutions, as of the Merger), (iii) resolved (subject to Section 6.3(b)) to recommend the adoption date of this Agreement (including the Merger) by the stockholders of the Company (the “Company Stockholders”)Agreement, and (iv) directed that the Merger be submitted to Company Stockholders for approval, all of which determinations, approvals and resolutions have not been subsequently rescinded, modified or withdrawn as of the date hereofin any way.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, subject, with respect to the Merger, to the Company Stockholder Approval under the DGCL. The Company Parent Stockholder Approval is the only vote of the holders of any of the CompanyParent’s capital stock necessary in connection with the consummation of the Merger. (b) The execution and delivery of, and the performance of the CompanyParent’s obligations under, this Agreement and the consummation of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all requisite corporate action on the part of the Company Parent and Merger Sub (other than, with respect to the Merger, the Company Parent Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). (c) This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subthe Company, constitutes a legal, valid and binding obligation of the Company each of Parent and Merger Sub enforceable against the Company each of Parent and Merger Sub in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The board of directors of the Company Parent (the “Company Parent Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the Company, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, (ii) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger), (iii) resolved (subject to Section 6.1(f)) to recommend that the stockholders of Parent (the “Parent Stockholders”) approve the issuance of shares of Parent Common Stock in the Merger, and (iv) directed that the issuance of shares of Parent Common Stock in the Merger be submitted to Parent Stockholders, all of which determinations, approvals and resolutions have not been rescinded, modified or withdrawn as of the date hereof. The board of directors of Merger Sub has (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to, and in the best interests of the stockholders stockholder of the CompanyMerger Sub, and (ii) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger). Parent, (iii) resolved (subject to Section 6.3(b)) to recommend in its capacity as the adoption sole stockholder of Merger Sub, has approved and adopted this Agreement and the transactions contemplated hereby (including the Merger) by the stockholders of the Company (the “Company Stockholders”), and (iv) directed that the Merger be submitted to Company Stockholders for approval, all of which determinations, approvals and resolutions have not been rescinded, modified or withdrawn as of the date hereof.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company Edge has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, Agreement subject, with respect to the Merger, to the Company Stockholder Approval under adoption of this Agreement by the DGCL. The Company Stockholder Approval is the only affirmative vote of the holders of any of Common Shares to the Company’s capital stock necessary in connection with the consummation of the Mergerextent required by Applicable Law. (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement by Edge and the consummation by Edge of the transactions contemplated hereby (including the Merger) Transactions have been duly and validly authorized by all requisite corporate action on the part of the Company Edge (other than, with respect to the Merger, the Company Stockholder Approval adoption of this Agreement by the affirmative vote of the holders of Common Shares to the extent required by Applicable Law and the filing and recordation of appropriate merger documents as required by the DGCLDelaware Law). (c) This Agreement has been duly executed and delivered by the Company Edge and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company Edge, enforceable against the Company Edge in accordance with its terms, subject, however, to the effects of except as limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting creditors’ the rights generally or remedies of creditors and to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (di) The board of directors of the Company Edge (the “Company Edge Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the Company, at a meeting duly called and held, has (iA) determined that this Agreement and the transactions contemplated hereby (including the Merger) Transactions are advisable, fair to, advisable and in the best interests of the stockholders of the CompanyEdge stockholders, (iiB) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger), (iiiC) resolved (subject to Section 6.3(b)5.3) to recommend the adoption of this Agreement (including the Merger) by the stockholders holders of the Company (the “Company Stockholders”), Common Shares; and (ivii) directed that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated has delivered to the Merger be submitted Edge Board of Directors a written opinion to Company Stockholders for approvalthe effect that, all of which determinations, approvals and resolutions have not been rescinded, modified or withdrawn as of the date hereofthereof, based on and subject to the assumptions, qualifications and limitations set forth therein, the Common Merger Consideration is fair, from a financial point of view, to the holders of the Common Shares, it being agreed that neither Parent nor Sub has any rights with respect to such opinion.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company has all requisite corporate power and authority to enter into this Agreement and all other documents contemplated hereby and to perform its obligations under this Agreementhereunder and consummate the transactions contemplated hereby, subject, with respect to the Merger, to the Company Stockholder Approval under adoption of this Agreement by the DGCL. The Company Stockholder Approval is the only affirmative vote of the holders of any of Company stockholders, to the Company’s capital stock necessary in connection with the consummation of the Mergerextent required by applicable law. (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all requisite corporate action on the part of the Company (other than, with respect to the Merger, the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL), and no other action or approval by the Board of Directors of the Company (the “Company Board of Directors”) or the Company’s stockholders (other than the Company Stockholder Approval) is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, subject, however, to the effects of except as limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting creditors’ the rights generally or remedies of creditors and to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (di) The board of directors of the Company (the “Company Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the Company, at a meeting duly called and heldheld (the “Company Board Meeting”), has (iA) determined that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to, and in the best interests of the stockholders of the Company’s stockholders, (iiB) approved and adopted this Agreement pursuant to the requirements of the DGCL and authorized and approved the consummation of the Merger and the other transactions contemplated hereby (including the Merger)by this Agreement, (iiiC) resolved (subject to Section 6.3(b)5.3) to recommend the adoption and approval of this Agreement (including the Merger) by the stockholders of the Company and (D) approved an amendment to the Rights Plan which will render the Rights Plan and the Rights inapplicable to the Merger and the other transactions contemplated hereby; and (ii) Xxxxxxx, Xxxxx & Co. (the “Company StockholdersFinancial Advisor”)) has delivered to the Company Board of Directors its opinion, dated the date of this Agreement, that, as of such date and (iv) directed that based upon and subject to the limitations and assumptions set forth therein, the Merger Consideration to be submitted received by the holders of Company Common Stock pursuant to this Agreement was fair, from a financial point of view, to such holders. The Company Stockholders will provide Parent (solely for approvalinformational purposes) a true, all correct and complete copy of which determinationssuch opinion promptly following the execution of this Agreement. The Company has delivered to Parent a true, approvals correct and resolutions have not been rescinded, modified or withdrawn as complete copy of the date hereofminutes from the Company Board Meeting.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and all other documents contemplated hereby and to perform its obligations under this Agreement, subject, with respect to hereunder and consummate the Merger, to the Company Stockholder Approval under the DGCL. The Company Stockholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Mergertransactions contemplated hereby. (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby (including the Merger) by Parent and Merger Sub have been duly and validly authorized by all requisite corporate action on the part of the Company each of Parent and Merger Sub (other than, with respect to the Merger, the Company Stockholder Approval adoption of this Agreement, following its execution, by Parent as the sole stockholder of Merger Sub (which shall occur promptly after execution), and the filing and recordation of appropriate merger documents as required by the DGCL). (c) This Agreement has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company each of them in accordance with its terms, subject, however, to the effects of except as limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting creditors’ the rights generally or remedies of creditors and to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The board of directors of the Company (the “Company Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the CompanyParent, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to, and in the best interests of the Parent’s stockholders of the Company, and (ii) approved this Agreement. Parent has delivered to the Company a true, correct and adopted this Agreement and the transactions contemplated hereby (including the Merger), (iii) resolved (subject to Section 6.3(b)) to recommend the adoption of this Agreement (including the Merger) by the stockholders complete copy of the Company (the “Company Stockholders”), and (iv) directed that the Merger be submitted to Company Stockholders for approval, all of which determinations, approvals and resolutions have not been rescinded, modified or withdrawn as of the date hereofminutes from such meeting.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, Agreement subject, with respect to the Merger, to the Company Stockholder Approval under adoption of this Agreement by the DGCL. The Company Stockholder Approval is the only affirmative vote of the holders of any of Company stockholders, to the Company’s capital stock necessary in connection with the consummation of the Mergerextent required by applicable law. (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all requisite corporate action on the part of the Company (other than, with respect to the Merger, the adoption of this Agreement by the affirmative vote of the Company Stockholder Approval stockholders, to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCLDelaware Law). (c) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, subject, however, to the effects of except as limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting creditors’ the rights generally or remedies of creditors and to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) (i) The board of directors of the Company (the “Company Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the Company, at a meeting duly called and held, has (iA) determined that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to, to and in the best interests of the stockholders of the CompanyCompany stockholders, (iiB) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger), (iiiC) resolved (subject to Section 6.3(b)5.3) to recommend the adoption of this Agreement (including the Merger) by the stockholders of the Company; and (ii) Xxxxxxx, Xxxxx & Company and Toronto Dominion Bank (the “Company StockholdersFinancial Advisors”)) have delivered to the Company Board of Directors written opinions to the effect that, and (iv) directed that the Merger be submitted to Company Stockholders for approval, all of which determinations, approvals and resolutions have not been rescinded, modified or withdrawn as of the date hereofthereof and based upon and subject to the matters set forth therein, the Merger Consideration to be received by the Company stockholders pursuant to the Merger is fair to such stockholders from a financial point of view. The Company will provide Parent (solely for informational purposes) a true, correct and complete copy of such opinion promptly following receipt thereof.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company Redfish has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, subject, with respect to the Merger, to the Company Redfish Stockholder Approval under the DGCL. The Company Stockholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement and the consummation of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all requisite corporate action on the part of the Company Redfish (other than, with respect to the Merger, the Company Redfish Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). (c) This Agreement has been duly executed and delivered by the Company Redfish and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubDorado, constitutes a legal, valid and binding obligation of the Company Redfish enforceable against the Company Redfish in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The board of directors of the Company Redfish (the “Company Redfish Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the Company, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to, and in the best interests of the stockholders of the Company, (ii) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger), and (iii) resolved (subject to Section 6.3(b)6.3) to recommend the adoption of this Agreement (including the Merger) by the stockholders of the Company Redfish (the “Company Redfish Stockholders”), and (iv) directed that the Merger be submitted to Company Stockholders for approval, all of which determinations, approvals and resolutions have not been rescinded, modified or withdrawn as of the date hereof.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company Each of Parent and Merger Sub has all requisite corporate or limited liability company power and authority to enter into this Agreement and to perform its obligations under this Agreement, subject, with respect to the Merger, to the Company Stockholder Approval under the DGCL. The Company Stockholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all requisite corporate or limited liability company action on the part of the Company Parent and Merger Sub (other than, with respect to the Merger, the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCLDelaware law). (c) This Agreement has been duly executed and delivered by the Company Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company Parent and Merger Sub in accordance with its terms, subject, however, to the effects of except as limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent transfer, reorganization and other similar laws Laws of general applicability relating to or affecting creditors’ the rights generally or remedies of creditors and to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The board of directors of the Company (the “Company Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the CompanyParent Board, at a meeting duly called and held, has duly adopted resolutions unanimously (i) determined determining that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to, advisable and in the best interests of the stockholders of the Company, Parent and (ii) approved and adopted approving this Agreement and transactions contemplated hereby and all other corporate action required to be taken in connection with the consummation of the transactions contemplated hereby (including hereby, which resolutions, as of the Merger), (iii) resolved (subject to Section 6.3(b)) to recommend the adoption date of this Agreement (including the Merger) by the stockholders of the Company (the “Company Stockholders”)Agreement, and (iv) directed that the Merger be submitted to Company Stockholders for approval, all of which determinations, approvals and resolutions have not been subsequently rescinded, modified or withdrawn as of the date hereofin any way.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company XETA has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, Agreement subject, with respect to the Merger, to the Company Stockholder Approval under adoption of this Agreement by the DGCL. The Company Stockholder Approval is the only affirmative vote of the holders of any of Common Shares to the Company’s capital stock necessary in connection with the consummation of the Mergerextent required by Applicable Law. (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement by XETA and the consummation by XETA of the transactions contemplated hereby (including the Merger) Transactions have been duly and validly authorized by all requisite corporate action on the part of the Company XETA (other than, with respect to the Merger, the Company Stockholder Approval adoption of this Agreement by the affirmative vote of the holders of Common Shares to the extent required by Applicable Law and the filing and recordation of appropriate merger documents as required by the DGCLOklahoma Law). (c) This Agreement has been duly executed and delivered by the Company XETA and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company XETA, enforceable against the Company XETA in accordance with its terms, subject, however, to the effects of except as limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting creditors’ the rights generally or remedies of creditors and to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) (i) The board of directors of the Company XETA (the “Company XETA Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the Company, at a meeting duly called and held, has (iA) determined that this Agreement and the transactions contemplated hereby (including the Merger) Transactions are advisable, fair to, advisable and in the best interests of the stockholders of the CompanyXETA shareholders, (iiB) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger), (iiiC) resolved (subject to Section 6.3(b)5.3) to recommend the adoption of this Agreement (including the Merger) by the stockholders holders of the Company (the “Company Stockholders”), Common Shares; and (ivii) directed that Xxxxxx, Xxxxxxxx & Company, Incorporated has delivered to the XETA Board of Directors a written opinion to the effect that, based on and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration to be submitted received by the holders of Common Shares pursuant to Company Stockholders for approvalthe Merger is fair to such holders, all from a financial point of which determinationsview, approvals and resolutions have not been rescinded, modified or withdrawn as of the date hereof, it being agreed that neither Parent nor Sub has any rights with respect to such opinion.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company XETA has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, Agreement subject, with respect to the Merger, to the Company Stockholder Approval under adoption of this Agreement by the DGCL. The Company Stockholder Approval is the only affirmative vote of the holders of any of Common Shares to the Company’s capital stock necessary in connection with the consummation of the Mergerextent required by Applicable Law. (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement by XETA and the consummation by XETA of the transactions contemplated hereby (including the Merger) Transactions have been duly and validly authorized by all requisite corporate action on the part of the Company XETA (other than, with respect to the Merger, the Company Stockholder Approval adoption of this Agreement by the affirmative vote of the holders of Common Shares to the extent required by Applicable Law and the filing and recordation of appropriate merger documents as required by the DGCLOklahoma Law). (c) This Agreement has been duly executed and delivered by the Company XETA and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company XETA, enforceable against the Company XETA in accordance with its terms, subject, however, to the effects of except as limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting creditors’ the rights generally or remedies of creditors and to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (di) The board of directors of the Company XETA (the “Company XETA Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the Company, at a meeting duly called and held, has (iA) determined that this Agreement and the transactions contemplated hereby (including the Merger) Transactions are advisable, fair to, advisable and in the best interests of the stockholders of the CompanyXETA shareholders, (iiB) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger), (iiiC) resolved (subject to Section 6.3(b)5.3) to recommend the adoption of this Agreement (including the Merger) by the stockholders holders of the Company (the “Company Stockholders”), Common Shares; and (ivii) directed that Xxxxxx, Xxxxxxxx & Company, Incorporated has delivered to the XETA Board of Directors a written opinion to the effect that, based on and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration to be submitted received by the holders of Common Shares pursuant to Company Stockholders for approvalthe Merger is fair to such holders, all from a financial point of which determinationsview, approvals and resolutions have not been rescinded, modified or withdrawn as of the date hereof, it being agreed that neither Parent nor Sub has any rights with respect to such opinion.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company Each of Parent and Sub has all requisite corporate or other business entity power and authority to enter into this Agreement and and, subject to the Parent Stockholder Approval, to perform its obligations under this Agreement, subject, with respect to the Merger, to the Company Stockholder Approval under the DGCL. The Company Stockholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby (including the Merger) Transactions, have been duly and validly authorized by all requisite corporate or other business entity action on the part of the Company each of Parent and Sub other than (other than, with respect i) Parent’s consent to the MergerMerger and adoption of this Agreement, the Company Stockholder Approval in its capacity as sole stockholder of Sub (which shall be obtained prior to Closing) and the filing and recordation (ii) approval by a majority of appropriate merger documents as required voting power represented by the DGCLissued and outstanding shares of Parent Common Stock and Parent Preferred Stock (voting on an as-converted basis), voting together, of the Amendment (the “Parent Stockholder Approval”). (c) This Agreement has been duly executed and delivered by the Company each of Parent and Sub and, assuming the due authorization, execution and delivery hereof by Parent GT and Merger Subthe Holder Representative, constitutes a legal, valid and binding obligation of the Company each of Parent and Sub, enforceable against the Company each of them in accordance with its terms, subject, however, to the effects of except as limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting creditors’ the rights generally or remedies of creditors and to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The board of directors of the Company (the “Company Parent Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the Company, at a meeting duly called and held, has and the board of directors of Sub, acting by written consent, have (iA) determined that this Agreement and the transactions contemplated hereby Transactions, including (including in the Mergercase of the Parent Board of Directors) the issuance of Parent Preferred Stock and the Amendment, are advisable, fair to, advisable and in the best interests of Parent and the stockholders of the CompanyParent stockholders, (iiB) approved and adopted this Agreement and the transactions contemplated hereby Amendment and (including the Merger), (iiiC) resolved (subject to Section 6.3(b)) to recommend the adoption of this Agreement (including the Merger) by the stockholders approval of the Company (the “Company Stockholders”), and (iv) directed that the Merger be submitted to Company Stockholders for approval, all of which determinations, approvals and resolutions have not been rescinded, modified or withdrawn as of the date hereofAmendment by Parent’s stockholders.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, Agreement subject, with respect to the Merger, to the Company Stockholder Approval under adoption of this Agreement by the DGCL. The Company Stockholder Approval is the only affirmative vote of the holders of any of Company stockholders, to the Company’s capital stock necessary in connection with the consummation of the Mergerextent required by applicable law. (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all requisite corporate action on the part of the Company (other than, with respect to the Merger, the adoption of this Agreement by the affirmative vote of the Company Stockholder Approval stockholders, to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCLDelaware Law). (c) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, subject, however, to the effects of except as limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting creditors’ the rights generally or remedies of creditors and to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) (i) The board of directors of the Company (the “Company Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the Company, at a meeting duly called and heldheld (the “Company Board Meeting”), has (iA) determined that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to, to and in the best interests of the stockholders of the CompanyCompany stockholders, (iiB) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger), (iiiC) resolved (subject to Section 6.3(b)5.3) to recommend the adoption of this Agreement (including the Merger) by the stockholders of the Company Company; and (ii) Credit Suisse Securities (USA) LLC (the “Company StockholdersFinancial Advisors”)) has delivered to the Company Board of Directors an opinion to the effect that, subject to certain assumptions, qualifications, limitations and (iv) directed that the Merger be submitted to Company Stockholders for approvalother matters, all of which determinations, approvals and resolutions have not been rescinded, modified or withdrawn as of the date hereofof the Company Board Meeting, the Merger Consideration to be received by the holders of Company Common Stock in the Merger was fair, from a financial point of view, to such holders. The Company will provide Parent (solely for informational purposes) a true, correct and complete copy of such opinion promptly following the execution of this Agreement.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company Dorado has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, subject, with respect to the Merger, to the Company Redfish Stockholder Approval under the DGCL. The Company Stockholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger. (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement and the consummation of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all requisite corporate or similar action on the part of the Company Dorado (other than, with respect to the Merger, the Company Dorado Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). (c) This Agreement has been duly executed and delivered by the Company each of Dorado and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubRedfish, constitutes a legal, valid and binding obligation of the Company Dorado enforceable against the Company Dorado in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The board of directors of the Company Dorado (the “Company Dorado Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the Company, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to, and in the best interests of the stockholders of the Company, (ii) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger), (iii) resolved (subject to Section 6.3(b6.1(f)) to recommend the adoption of this Agreement (including the Merger) by the stockholders of the Company Dorado (the “Company Dorado Stockholders”), and (iv) directed that the Merger be submitted to Company the Dorado Stockholders for approval, all of which determinations, approvals and resolutions have not been rescinded, modified or withdrawn as of the date hereof.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, Agreement subject, with respect to the Merger, to the Company Stockholder Approval under adoption of this Agreement by the DGCL. The Company Stockholder Approval is the only affirmative vote of the holders of any a majority of the Company’s capital stock necessary in connection with outstanding shares of Company Common Stock entitled to vote to adopt this Agreement (the consummation of the Merger“Company Required Vote”). (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all requisite corporate action on the part of the Company (other than, with respect to the Merger, the adoption of this Agreement by the Company Stockholder Approval Required Vote and the filing and recordation of appropriate merger documents as required by the DGCLDelaware law). (c) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, subject, however, to the effects of except as limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting creditors’ the rights generally or remedies of creditors and to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The board Board of directors Directors of the Company (the “Company Board of DirectorsBoard”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the Company, at a meeting duly called and held, has duly adopted resolutions (i) determined determining that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to, advisable and in the best interests of the stockholders of the Company, (ii) approved and adopted approving this Agreement and transactions contemplated hereby and all other corporate action required to be taken in connection with the consummation of the transactions contemplated hereby (including the Merger)hereby, (iii) resolved (subject to Section 6.3(b)) to recommend directing that the adoption of this Agreement be submitted to the stockholders of the Company for consideration in accordance with this Agreement and (including the Mergeriv) recommending adoption of this Agreement by the stockholders of the Company (Company, which resolutions, as of the “Company Stockholders”)date of this Agreement, and (iv) directed that the Merger be submitted to Company Stockholders for approval, all of which determinations, approvals and resolutions have not been subsequently rescinded, modified or withdrawn in any way. (e) The Company Board has received an opinion of Xxxxxx Xxxxxxx Xxxxxx Xxxxxx, Inc. (the “Company Financial Advisor”), to the effect that, as of the date hereofof this Agreement, the Merger Consideration to be received by the holders of shares of Company Common Stock (other than Parent, the Company or any of their Subsidiaries), in the aggregate, in the Merger is fair, from a financial point of view, to such holders. A true, complete and correct copy of such opinion will promptly be delivered to Parent by the Company solely for informational purposes after receipt thereof.

Authority; Due Authorization; Binding Agreement; Approval. (a) The Company INX has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, Agreement subject, with respect to the Merger, to the Company Stockholder Approval under adoption of this Agreement by the DGCL. The Company Stockholder Approval is the only affirmative vote of the holders of any of Common Shares to the Company’s capital stock necessary in connection with the consummation of the Mergerextent required by Delaware Law. (b) The execution execution, delivery and delivery of, and the performance of the Company’s obligations under, this Agreement by INX and the consummation by INX of the transactions contemplated hereby (including the Merger) Transactions have been duly and validly authorized by all requisite corporate action on the part of the Company INX (other than, with respect to the Merger, the Company Stockholder Approval adoption of this Agreement by the affirmative vote of the holders of Common Shares to the extent required by Delaware Law and the filing and recordation of appropriate merger documents as required by the DGCLDelaware Law). (c) This Agreement has been duly executed and delivered by the Company INX and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company INX, enforceable against the Company INX in accordance with its terms, subject, however, to the effects of except as limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting creditors’ the rights generally or remedies of creditors and to by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (di) The board of directors of the Company INX (the “Company INX Board of Directors”), having considered the recommendation of the Special Committee to approve the execution and delivery of this Agreement and consulted with the financial and legal advisors of the Company, ) at a meeting duly called and held, held has (iA) determined that this Agreement and the transactions contemplated hereby (including the Merger) Transactions are advisable, fair to, advisable and in the best interests of the stockholders of the CompanyINX stockholders, (iiB) approved and adopted this Agreement and the transactions contemplated hereby (including the Merger), (iiiC) resolved (subject to Section 6.3(b)5.3) to recommend the adoption of this Agreement (including the Merger) by the stockholders holders of the Company (the “Company Stockholders”), Common Shares; and (ivii) directed that Xxxxxxx Xxxxx & Associates has delivered to the Merger be submitted INX Board of Directors a written opinion to Company Stockholders for approvalthe effect that, all of which determinations, approvals and resolutions have not been rescinded, modified or withdrawn as of the date hereofthereof, based on and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of the Common Shares, it being agreed that neither Parent nor Sub has any rights with respect to such opinion.