Common use of Authority; Execution and Delivery; Enforceability Clause in Contracts

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate or similar power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt adoption of this Agreement by Parent as the Company Shareholder Approvalsole shareholder of Merger Sub. The Company BoardParent Board has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Parent was present, approving the execution, delivery and performance by Parent of this Agreement and the consummation of the Merger. Such resolutions have not been amended or withdrawn as of the date of this Agreement. The Board of Directors of Merger Sub has adopted resolutions resolutions, by unanimous written consent, (iA) approving this Agreement, (B) declaring advisable this Agreement and the Merger on substantially the terms and the Transactions, (ii) conditions set forth in this Agreement and determining that entering into this Agreement, the Merger and the Transactions are is fair to, and in the best interests of, the Company Merger Sub and Parent, as its shareholderssole shareholder, (iii) declaring this Agreement, the Merger and the Transactions advisable and (ivC) recommending that the Company’s shareholders Parent, as sole shareholder of Merger Sub, adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting Parent, as sole shareholder of such shareholders Merger Sub, for such purpose (the “Company Shareholders Meeting”), and such adoption. Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption of this Agreement by Parent as the affirmative vote sole shareholder of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)Merger Sub, no other corporate or similar proceedings on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Transactions. Each of Parent and Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, subject, in the case by unanimous vote of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Parent was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Parent and its shareholdersstockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders Parent, as sole shareholder of Merger Sub, adopt this Agreement, the Merger Agreement and the Transactions (such recommendation, the “Company Board Recommendation”) Cayman Plan of Merger and directing that this Agreement and the Merger be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the Company’s shareholders at a duly held meeting date of such shareholders for such purpose (the “Company Shareholders Meeting”)this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except aswithdrawn. Parent, and only to the extentas sole shareholder of Merger Sub, expressly permitted by Section 5.02(c)). Except for the adoption of has adopted this Agreement by and the affirmative vote Cayman Plan of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no Merger. No other corporate proceedings action on the part of the Company are Parent or Merger Sub is necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate Cayman Plan of Merger with and other documents required to effect the Secretary of State Merger pursuant to the OGCLCayman Companies Law). The Company Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt affirmative vote of shareholders representing two-thirds or more of the voting power of the Company Shares present and voting in person or by proxy at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company BoardBoard has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the TransactionsCayman Plan of Merger, (ii) determining that entering into this Agreement, the Merger Agreement and the Transactions are fair to, and Cayman Plan of Merger is in the best interests of, of the Company and its shareholders, (iii) declaring this Agreement, the Merger Agreement and the Transactions Cayman Plan of Merger advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger Agreement and the Transactions (such recommendation, the “Company Board Recommendation”) Cayman Plan of Merger and directing that this Agreement and the Cayman Plan of Merger be submitted to the Company’s shareholders for adoption at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings action on the part of the Company are is necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate Cayman Plan of Merger with and other documents required to effect the Secretary of State Merger pursuant to the OGCLCayman Companies Law). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Weyerhaeuser and WRECO has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Merger Transactions. The execution and delivery by Weyerhaeuser and WRECO of each Transaction Document to which it is or is contemplated to be a party and the Transactionsconsummation by Weyerhaeuser and WRECO of the Transactions have been duly authorized by the respective Boards of Directors of Weyerhaeuser and WRECO, subjectand except for such further action of the Board of Directors of Weyerhaeuser required to establish the Record Date and the Distribution Date and, in the case of the Merger, to the receipt approval of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Plan of Merger by WNR in its capacity as the sole shareholder of WRECO (which approval shall be submitted to provided by the Company’s shareholders at a duly held meeting written consent of such shareholders for such purpose (WNR immediately following the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption execution of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”Agreement), no other corporate proceedings on the part of the Company Weyerhaeuser or WRECO are necessary to authorize, adopt authorize the Transaction Documents or approve this Agreement or to consummate the Merger and the Transactions (except for the filing consummation of the Certificate Transactions. Each of Merger with the Secretary of State pursuant to the OGCL). The Company Weyerhaeuser and WRECO has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against each of Weyerhaeuser and WRECO in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Effective Time, each of Weyerhaeuser and WRECO will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its termsterms (except insofar as such enforceability may be limited by applicable bankruptcy, subject to insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the Bankruptcy and Equity Exceptionavailability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreementeach Transaction Document to which it is or is contemplated to be a party, to perform its obligations hereunder thereunder and to consummate the Transactions. The execution and delivery by Parent and Merger Sub of each Transaction Document to which it is or is contemplated to be a party and the Transactionsconsummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, subjectand except for the Parent Stockholder Approval and, in the case of the Merger, to the receipt approval of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Plan of Merger by Parent in its capacity as the sole shareholder of Merger Sub (which approval shall be submitted to provided by the Company’s shareholders at a duly held meeting written consent of such shareholders for such purpose (Parent immediately following the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption execution of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”Agreement), no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize, adopt authorize the Transaction Documents or approve this Agreement or to consummate the Merger and the Transactions (except for the filing consummation of the Certificate Transactions. Each of Parent and Merger with the Secretary of State pursuant to the OGCL). The Company Sub has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against each of Parent and Merger SubSub in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, this Agreement constitutes insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). Prior to the Effective Time, each of Parent and Merger Sub will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its termsterms (except insofar as such enforceability may be limited by applicable bankruptcy, subject to insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the Bankruptcy and Equity Exceptionavailability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants, obligations hereunder and agreements under this Agreement and, subject to obtaining the Company Stockholder Approval, to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardBoard has adopted each of the Board Actions, by a unanimous vote including the Company Board Recommendation, at a meeting duly called on or prior to the date of this Agreement at which a quorum all of directors the members of the Company was Board were present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining ; provided that entering into this Agreement, the Merger and the Transactions are fair to, and any Company Adverse Recommendation Change made in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that accordance with this Agreement and shall not be a breach of the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such representation in this Section 3.04. Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption receipt of this Agreement the Company Stockholder Approval, the filing of the Proxy Statement in preliminary and definitive forms, any other Filing with the SEC in respect of the Merger required under applicable Law, including the Exchange Act or the Securities Act, the Certificate of Merger and any other documents as required by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)DGCL, no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and or the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)other transactions contemplated by this Agreement. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its the Company’s legal, valid and binding obligation, enforceable against it the Company in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and applicable Law governing specific performance, injunctive relief and other equitable remedies (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subjectsubject only, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date adoption of this Agreement at which the Company Stockholders Meeting by the affirmative vote of holders of a quorum of directors majority of the outstanding shares of Company was present, adopted resolutions Common Stock entitled to vote on such matter (the “Company Stockholder Approval”). The Company Board has unanimously (i) approving approved the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining determined that entering into this Agreement, the Merger and the Transactions are Agreement is fair to, and in the best interests of, the Company and its shareholdersstockholders, (iii) declaring declared this Agreement, Agreement and the Merger and the Transactions advisable and (iv) recommending subject to Section 5.02, resolved to recommend that the Company’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Recommendation”). The Company Board has unanimously directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated hereby, subject, in the case of the Merger, to the receipt adoption of this Agreement by Parent as the Company Shareholder Approvalsole stockholder of Merger Sub. The Company BoardParent Board has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Parent was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Parent and its shareholders, shareholders and (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such advisable. Such resolutions remain in full force and effect and have not been amended or withdrawn as of the date of this Agreement. The Board of Directors of Merger Sub has adopted resolutions, by unanimous written consent, (except asA) approving this Agreement, (B) declaring advisable this Agreement and the Merger on substantially the terms and conditions set forth in this Agreement and determining that the Merger is in the best interests of Merger Sub and Parent, as its sole stockholder, and only (C) recommending that Parent, as sole stockholder of Merger Sub, adopt this Agreement and directing that this Agreement be submitted to Parent, as sole stockholder of Merger Sub, for adoption. Such resolutions have not been amended or withdrawn as of the extentdate of this Agreement. Parent, expressly permitted as sole stockholder of Merger Sub, will, immediately following the execution and delivery of this Agreement by Section 5.02(c))each of the parties hereto, adopt this Agreement. Except for the adoption of this Agreement by Parent as the affirmative vote sole stockholder of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)Merger Sub, no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions (except for the filing other transactions contemplated hereby. Each of the Certificate of Parent and Merger with the Secretary of State pursuant to the OGCL). The Company Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactionstransactions contemplated hereby, including the Merger, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholdersstockholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders stockholders adopt this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote stockholders of the holders of two-thirds of Company in accordance with the outstanding Company Common Shares Company’s Charter and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting DGCL (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement approve, as applicable, the Transaction Agreements or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL and NCBCA). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company CTWS has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company CTWS Shareholder Approval. The Company BoardCTWS Board has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company CTWS was present, adopted resolutions (i) approving and adopting this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of CTWS and its shareholders, (iii) declaring this AgreementAgreement advisable, the Merger and the Transactions advisable and (iv) recommending that the CompanyCTWS’s shareholders adopt approve this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the CompanyCTWS’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company CTWS Shareholders Meeting”) (clauses (i), (ii), (iii) and such (iv) being referred to as the “CTWS Recommendation”). Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption of this Agreement by the affirmative vote of the holders of at least two-thirds of the voting power of outstanding Company CTWS Common Shares and Company Voting Preferred Shares, voting as a single class(and, in each case the event the CTWS Preferred Share Redemption does not occur prior to the record date set for the CTWS Shareholders Meeting as contemplated by Section 6.01(e), the CTWS $20 Par Preferred Shares voting together with the CTWS Common Shares) entitled to vote at the Company CTWS Shareholders Meeting (the “Company CTWS Shareholder Approval”), no other corporate proceedings on the part of the Company CTWS are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLCBCA). The Company CTWS has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubSJW, this Agreement constitutes its the legal, valid and binding obligationobligation of CTWS, enforceable against it CTWS in accordance with its terms, subject to the Bankruptcy except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Share Issuance, to the receipt of the Parent Shareholder Approval and, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date approval of this Agreement at which a quorum by Parent as the sole shareholder of directors Merger Sub. The Board of Directors of Parent (the Company was present, “Parent Board”) has unanimously adopted resolutions (i) determining that the terms of the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of Parent and its shareholders, (ii) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into other transactions contemplated by this Agreement, the Merger Agreement and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the CompanyParent’s shareholders adopt this Agreement, approve the Merger and the Transactions Share Issuance (such recommendation, the “Company Board Parent Recommendation”) and directing that this Agreement and the Merger Share Issuance be submitted to the CompanyParent’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Parent Shareholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn withdrawn. The Board of Directors of Merger Sub has adopted resolutions (except asA) determining that the terms of the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of Merger Sub and Parent, as its sole shareholder, (B) approving this Agreement, the Merger and only the other transactions contemplated by this Agreement and (C) recommending that Parent, as sole shareholder of Merger Sub, approve this Agreement and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for approval. As of the extentdate of this Agreement, expressly permitted by Section 5.02(c))such resolutions have not been amended or withdrawn. Except (x) solely in the case of the Share Issuance, for the adoption approval of this Agreement the Share Issuance by the affirmative vote of the holders of two-thirds a majority of the outstanding Company voting power of the shares of Parent Common Shares Stock and Company Voting Parent Preferred Shares, voting as a single class, Stock represented in each case entitled to vote person or by proxy at the Parent Shareholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Shareholders Meeting Manual (the “Company Parent Shareholder Approval”), and (y) solely in the case of the Merger, for the approval of this Agreement by Parent as the sole shareholder of Merger Sub, no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to DGCL and the OGCLNCBCA). The Company Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of SJW and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Mergerissuance of SJW Common Shares constituting the Merger Consideration (the “Share Issuance”) and the SJW Charter Amendment, to the receipt of the Company Shareholder SJW Stockholder Approval. The Company BoardSJW Board has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company SJW was present, adopted resolutions (i) approving and adopting this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of SJW and its shareholdersstockholders, (iii) declaring this Agreement, approving the Merger and the Transactions advisable SJW Charter Amendment and (iv) recommending that SJW’s stockholders vote in favor of approval of the Company’s shareholders adopt this Agreement, the Merger Share Issuance and the Transactions (such recommendation, the “Company Board Recommendation”) SJW Charter Amendment and directing that this Agreement the Share Issuance and the Merger SJW Charter Amendment be submitted to the CompanySJW’s shareholders stockholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders SJW Stockholders Meeting”) (clauses (i), (ii), (iii) and such (iv) being referred to as the “SJW Recommendation”). The execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby have been duly and validly authorized by each of the Board of Directors of Merger Sub and SJW, as the sole shareholder of Merger Sub. None of the resolutions remain described in full force and effect and the immediately preceding two sentences have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption approval of this Agreement the Share Issuance by the affirmative vote of the holders of two-thirds a majority of the outstanding Company SJW Common Shares represented in person or by proxy at the SJW Stockholders Meeting, as required by Section 312.03(c) of the NYSE Listed Company Manual, and Company Voting Preferred Shares, voting as (ii) the approval of the SJW Charter Amendment by a single class, in each case majority of the outstanding SJW Common Shares entitled to vote thereon at the Company Shareholders Meeting SJW Stockholders Meeting, as required by Section 242 of the DGCL (clauses (i) and (ii) being referred to as the “Company Shareholder SJW Stockholder Approval”), no other corporate proceedings on the part of the Company SJW or Merger Sub are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLCBCA). The Company Each of SJW and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubCTWS, this Agreement constitutes its the legal, valid and binding obligationobligation of SJW and Merger Sub, enforceable against it SJW and Merger Sub in accordance with its terms, subject to the Bankruptcy except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated hereby, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger Agreement and the TransactionsVoting Agreement, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholdersstockholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders stockholders at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Stockholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated hereby (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger transactions contemplated hereby. Assuming the representation made in Section 4.07 is correct, the execution and delivery by the Company of this Agreement and the Transactionsconsummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or to consummate the transactions contemplated hereby, subject, in the case of the Merger, to the receipt of obtaining the Company Shareholder Stockholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding at Law or in equity). The board of directors of the Company (the “Company Board”), at a meeting, duly called and held, duly and adopted (with all directors in attendance voting in favor) resolutions (i) approving this Agreement, the Merger and the other transactions contemplated hereby, (ii) determining that the terms of the Merger, this Agreement and the other transactions contemplated hereby are fair to and in the best interests of the Company’s stockholders, (iii) declaring this Agreement and the Merger advisable, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company’s stockholders and (v) recommending that the Company’s stockholders adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. Assuming the representation made in Section 4.07 is correct, the approval of this Agreement, the Merger and the other transactions contemplated hereby by the Company Board referred to in this Section 3.04(a) constitutes approval of the Merger for purposes of Section 203 of the DGCL and represents the only action necessary to ensure that the restrictions on “business combinations” (as such term is defined therein) set forth in Section 203 of the DGCL does not and will not apply to the Bankruptcy execution or delivery of this Agreement and Equity Exceptionthe consummation of the Merger and the other transactions contemplated hereby. To the Company’s knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Merger or any of the other transactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. (a) The Company Valeant has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Valeant Stockholder Approval. The Company Board of Directors of Valeant (the “Valeant Board”) has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Valeant was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Valeant and its shareholdersstockholders, (iii) declaring this AgreementAgreement advisable, the Merger and the Transactions advisable and (iv) recommending that the CompanyValeant’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the CompanyValeant’s shareholders stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Valeant Stockholders Meeting”)) and (v) subject to the discretion of the Board of the Combined Company, determining that the Post-Merger Special Dividend will be in the best interests of the Combined Company and such its stockholders and that it is the intention of those directors of Valeant that will become directors of the Combined Company to support the declaration and payment of the Post-Merger Special Dividend at the applicable time. Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding Company shares of Valeant Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Valeant Stockholders Meeting (the “Company Shareholder Valeant Stockholder Approval”), no other corporate proceedings on the part of the Company Valeant are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company Valeant has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Biovail and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt approval of this Agreement by Parent as the sole stockholder of Merger Sub. The Board of Directors of Parent (the “Parent Board”) has adopted resolutions, by unanimous vote of the Company Shareholder Approval. The Company Board, by a unanimous vote directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Parent was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Parent and its shareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has adopted resolutions (i) approving the execution, delivery and performance of this Agreement, (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and Parent, as its sole stockholder, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders Parent, as sole stockholder of Merger Sub, adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to Parent, as sole stockholder of Merger Sub, for adoption. As of the Company’s shareholders at a duly held meeting date of such shareholders for such purpose (the “Company Shareholders Meeting”)this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except aswithdrawn. Parent, as sole stockholder of Merger Sub, will, immediately following the execution and only to delivery of this Agreement by each of the extentparties hereto, expressly permitted by Section 5.02(c))adopt this Agreement. Except for the adoption of this Agreement by Parent as the affirmative vote sole stockholder of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)Merger Sub, no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with as required by the Secretary of State pursuant to the OGCLDGCL). The Company Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company GeoEye has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder GeoEye Stockholder Approval. The Company Board of Directors of GeoEye (the “GeoEye Board”), by a unanimous vote resolutions duly adopted at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was presentand held, adopted resolutions has (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing determined that this Agreement and the Merger Combination are in the best interests of GeoEye and its stockholders, (ii) adopted a resolution approving this Agreement, (iii) recommended that the stockholders of GeoEye adopt this Agreement and (iv) directed that such matters be submitted to the Companyfor consideration by GeoEye’s shareholders stockholders at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders GeoEye Stockholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding Company shares of GeoEye Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders GeoEye Stockholders Meeting (the “Company Shareholder GeoEye Stockholder Approval”), no other corporate proceedings on the part of the Company GeoEye are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company GeoEye has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent DigitalGlobe, Merger Sub and Merger SubSub 2, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and transactions contemplated hereby, including the TransactionsMerger, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardBoard has unanimously adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering it is in the best interests of the Company and declaring it advisable, for the Company to enter into this Agreement, the Merger (b) approving this Agreement and the Transactions are fair toPlan of Merger (such approval having been made in accordance with the MBCA, including for purposes of Section 302A.613, Subd. 1 thereof) and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated thereby, and in the best interests of, the Company and its shareholders, (iiic) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending resolving to recommend that the Company’s shareholders adopt approve this Agreement, the Merger Agreement and the Transactions Plan of Merger (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Plan of Merger be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). A committee consisting only of directors of the Company Board who are both (i) “disinterested” (as defined in Section 302A.673 Subd. 1(d)(3) of the MBCA) and (ii) “Disinterested Directors” (as defined in Article VII of the Company Articles) has unanimously adopted resolutions approving this Agreement, including the Plan of Merger, and such the transactions contemplated by this Agreement, including the Merger and any acquisition or deemed acquisition of beneficial ownership in the capital stock of the Company by Parent or any Affiliate of Parent occurring on or after the date hereof, which approval, to the extent applicable constituted approval under the provisions of Section 302A.673, Subd. 1 of the MBCA and Article VII of the Company Articles, as a result of which this Agreement, including the Plan of Merger, and the transactions contemplated by this Agreement, including the Merger and any acquisition or deemed acquisition of beneficial ownership in the capital stock of the Company by Parent or any Affiliate of Parent occurring on or after the date hereof, are not and will not be subject to the restrictions on control share acquisitions under Section 302A.671 of the MBCA or business combinations under the provisions of Section 302A.673 of the MBCA or the restrictions on “Business Combinations” set forth in Article VII of the Company Articles (including Section 2 of Article VII of the Company Articles). None of the resolutions remain described in full force and effect and this Section 3.04 have been amended or withdrawn as of the date of this Agreement. Such resolutions have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption approval of this Agreement by the affirmative vote of the holders of two-thirds a majority of all of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), (ii) the filing of the Articles of Merger as required by the MBCA and (iii) the filing and acceptance for record of the Certificate of Merger with the Secretary of State of the State of Delaware, no other vote or corporate proceedings on the part of the Company or its shareholders are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and transactions contemplated hereby, including the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Xxxxxx and Merger Sub, this Agreement constitutes its the legal, valid and binding obligationobligation of the Company, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and transactions contemplated hereby, including the TransactionsMerger, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardBoard has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering into this Agreement, the Merger and the Transactions are fair to, and it is in the best interests of, of the Company and its shareholders, (iii) and declaring it advisable, for the Company to enter into this Agreement, (b) adopting this Agreement and approving the Merger Company’s execution, delivery and performance of this Agreement and the Transactions advisable consummation of the transactions contemplated thereby and (ivc) recommending resolving to recommend that the Company’s shareholders adopt approve this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption approval of this Agreement by the affirmative vote of the holders of two-thirds a majority of all of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)) and (ii) the filing of the Articles of Merger as required by the IBCL, no other vote or corporate proceedings on the part of the Company or its shareholders are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and transactions contemplated hereby, including the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger Merger, the Offer and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approvalother transactions contemplated by this Agreement. The Company BoardBoard has, by a unanimous resolutions duly adopted by the requisite vote at a meeting duly called on or prior to of the date of directors, (a) determined that this Agreement at which a quorum of directors of and the Company was presenttransactions contemplated hereby, adopted resolutions (i) approving this Agreement, including the Merger and the TransactionsOffer, are advisable, (iib) determining determined that entering into this AgreementAgreement and the transactions contemplated hereby, including the Merger and the Transactions Offer, are fair to, to and in the best interests of, of the Company and its shareholdersstockholders, (iiic) declaring approved this AgreementAgreement and the transactions contemplated hereby, including the Merger and the Transactions advisable Offer, (d) assuming the accuracy of the representations and warranties set forth in Section 4.10, taken all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, the Offer, this Agreement and the transactions contemplated hereby, and (ive) recommending resolved, upon and subject to the terms and conditions herein (including Section 6.03), to recommend that its stockholders accept the Company’s shareholders adopt this Agreement, Offer and tender their shares of Company Common Stock pursuant to the Merger and the Transactions Offer (such recommendation, the “Company Board Recommendation”) and directing (provided that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement any Adverse Recommendation Change by the affirmative vote Company Board in accordance with Section 6.03(d) shall not be a breach of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, representation in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCLsentence). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the TransactionsIntegrated Mergers, subject, in the case of the MergerIntegrated Mergers, to the receipt of the Company Shareholder Approval. The Company BoardBoard has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving and adopting this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholders, shareholders and (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt approve this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption approval of this Agreement by the affirmative vote of the holders of twoseventy-thirds five percent (75%) of all the issued and outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions Integrated Mergers (except for the filing of the Initial Articles of Merger, the Subsequent Certificate of Merger with and other documents as required by the Secretary of State pursuant to HBCA, the OGCLDGCL or the DLLCA). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Parent, Merger Sub I and Merger SubSub II, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement and the Statutory Merger Agreement. The Parent Board has adopted resolutions, subject, in the case by vote of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Parent was present, adopted resolutions (i) approving this Agreement, determining that the Merger Consideration constitutes fair value for each Common Share; (ii) approving the execution, delivery and performance of this Agreement and the Transactions, Statutory Merger Agreement; and (iiiii) determining that entering into this Agreement, the Merger Agreement and the Transactions are fair to, and Statutory Merger Agreement is in the best interests of, the Company of Parent and its shareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has adopted resolutions (i) determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) approving the execution, delivery and performance of this Agreement and the Statutory Merger Agreement; (iii) declaring determining that the terms of this Agreement, the Merger Agreement and the Transactions advisable Statutory Merger Agreement are in the best interests of Merger Sub and Parent, as its sole shareholder; (iv) declaring this Agreement and the Statutory Merger Agreement advisable; and (v) recommending that the Company’s shareholders Parent, as sole shareholder of Merger Sub, adopt this Agreement, the Merger Agreement and the Transactions (such recommendation, the “Company Board Recommendation”) Statutory Merger Agreement and directing that this Agreement and the Statutory Merger Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the Company’s shareholders at a duly held meeting date of such shareholders for such purpose (the “Company Shareholders Meeting”)this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except aswithdrawn. Parent, as sole shareholder of Merger Sub, has adopted and only to approved this Agreement, the extent, expressly permitted by Section 5.02(c))Statutory Merger Agreement and the Merger. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)corporate approvals already obtained, no other corporate proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of the Company Parent, Merger Sub or their respective Affiliates are necessary to authorize, adopt or approve approve, as applicable, this Agreement or the Statutory Merger Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Certificate of Merger Application with the Secretary of State Registrar pursuant to the OGCLBermuda Companies Act). The Company Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, each Transaction Agreement to perform its obligations hereunder which it is a party and to consummate the Merger Transactions and Parent has full corporate power and corporate authority to prepare and file the Proxy Statement and the Transactions, subject, in Registration Statement and to distribute the case of the Merger, to the receipt of the Company Shareholder ApprovalProxy Statement. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub of each Transaction Agreement to which it is a party and the consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject in the case of Parent, to receipt of the Parent Stockholder Approval (as defined herein) and the filing with the Secretary of State of the State of Delaware of the Charter Amendment. Parent, as the sole stockholder of Merger Sub, has approved this Agreement constitutes and the Merger. Each of Parent and Merger Sub has duly executed and delivered each Transaction Agreement to which it is a party, and each Transaction Agreement to which it is a party (when executed and delivered pursuant hereto) will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except that (i) the enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency or other similar laws now or hereinafter in effect affecting creditors’ rights generally, (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the Bankruptcy discretion of the court before which any proceeding therefore may be brought, and Equity Exception(iii) with respect to any indemnification agreements set forth herein or therein, enforceability may be limited by principles of public policy.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholdersstockholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Stockholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company CTWS has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company CTWS Shareholder Approval. The Company BoardCTWS Board has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company CTWS was present, adopted resolutions (i) approving and adopting this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of CTWS and its shareholders, (iii) declaring this AgreementAgreement advisable, the Merger and the Transactions advisable and (iv) recommending that the CompanyCTWS’s shareholders adopt approve this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the CompanyCTWS’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company CTWS Shareholders Meeting”) (clauses (i), (ii), (iii) and such (iv) being referred to as the “CTWS Recommendation”). Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption of this Agreement by the affirmative vote of the holders of at least two-thirds of the voting power of outstanding Company CTWS Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company CTWS Shareholders Meeting (the “Company CTWS Shareholder Approval”), no other corporate proceedings on the part of the Company CTWS are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLCBCA). The Company CTWS has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubSJW, this Agreement constitutes its the legal, valid and binding obligationobligation of CTWS, enforceable against it CTWS in accordance with its terms, subject to the Bankruptcy except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement. Subject to the approval and adoption of this Agreement and the Merger by the affirmative vote, at a special meeting of the Company’s shareholders duly called for the purpose in accordance with the CRS (the “Special Meeting of Shareholders”), of (i) a majority of the votes entitled to perform its obligations hereunder be cast thereon in accordance with 7-111-103(5) of the CRS (the “Company Requisite Vote”) and (ii) a majority of the votes actually cast at the Special Meeting of Shareholders (the “Special Requisite Vote”), the Company has all requisite corporate power and authority to consummate the Merger and the Transactionstransactions contemplated hereby; provided that, subjectfor purposes of this Section 3.03(a), any abstaining votes, broker non-votes and votes cast by the Executive Group with regard to Shares held by the Executive Group shall not be taken into account for any purpose with regard to the Special Requisite Vote (e.g. in calculating votes cast in favor or total votes cast). The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the Merger, consummation by the Company of the transactions contemplated hereby to the receipt of Special Requisite Vote and the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Requisite Vote. The Company has duly executed and delivered this Agreement andAgreement, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy effect of any applicable bankruptcy, moratorium, insolvency, fraudulent transfer, reorganization or other similar Law affecting the enforceability of creditors’ rights generally and Equity Exceptionto the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at Law or in equity). The Company Requisite Vote and the Special Requisite Vote are the only votes of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger. No other vote or consent of the shareholders of the Company is required by Law, the articles of incorporation or bylaws of the Company or otherwise in order for the Company to adopt this Agreement or to approve the transactions contemplated hereby, including the Merger.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardParent Board has duly adopted resolutions (a) determining that the Per Share Merger Consideration constitutes fair value for each Common Share; (b) approving the execution, by a unanimous vote at a meeting duly called on or prior to the date delivery and performance of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, Statutory Merger Agreement by Parent; and (iic) determining that entering into this Agreement, the Merger Agreement and the Transactions are fair to, and Statutory Merger Agreement is in the best interests of, the Company of Parent and its shareholders. As of the Agreement Date, such resolutions have not been amended or withdrawn. The Merger Sub Board has adopted resolutions (iiia) determining that the Per Share Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (b) approving the execution, delivery and performance of this Agreement and the Statutory Merger Agreement by Merger Sub; (c) determining that the terms of this Agreement and the Statutory Merger Agreement are in the best interests of Merger Sub and of Parent, as its sole shareholder; (d) declaring this Agreement, the Merger Agreement and the Transactions advisable Statutory Merger Agreement advisable; and (ive) recommending that the Company’s shareholders Parent, as sole shareholder of Merger Sub, adopt this Agreement, the Merger Agreement and the Transactions (such recommendation, the “Company Board Recommendation”) Statutory Merger Agreement and directing that this Agreement and the Statutory Merger Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. Parent, as sole shareholder of Merger Sub, has committed to adopt and approve this Agreement, the Company’s shareholders at a duly held meeting of such shareholders for such purpose (Statutory Merger Agreement immediately after the “Company Shareholders Meeting”), Parties’ execution and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))delivery hereof. Except for the adoption corporate approvals already obtained and Parent’s foregoing approval as sole shareholder of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)Merger Sub, no other corporate proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of the Company Parent, Merger Sub or their respective Affiliates are necessary to authorize, adopt or approve approve, as applicable, this Agreement or the Statutory Merger Agreement or to consummate the Merger and the Transactions (except for executing and delivering the Statutory Merger Agreement, the filing of the Certificate of Merger Application with the Secretary of State Registrar pursuant to the OGCLBermuda Companies Act and the filing of the Schedule 13E-3 with the SEC). The Company Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement. The Parent Board, subjectby resolutions duly adopted (i) approved the execution, in delivery and performance of this Agreement and the case consummation of the transactions contemplated hereby, including the Merger, the issuance of Parent Common Stock to the receipt stockholders of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior pursuant to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactionsissuance of the CVRs to the stockholders of the Company pursuant to the Merger, and (ii) determining determined that entering into this AgreementAgreement and consummating the transactions contemplated hereby, including the Merger, the issuance of Parent Common Stock to the stockholders of the Company pursuant to the Merger and the Transactions issuance of the CVRs to the stockholders of the Company pursuant to the Merger, are fair to, and in the best interests of, the Company of Parent and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”)stockholders, and such resolutions remain in full force and effect and have not been withdrawn, amended or withdrawn (except asmodified. The board of directors of Merger Sub has by resolutions duly adopted declared this Agreement advisable, resolved to recommend that Parent adopt this Agreement and only to the extent, expressly permitted by Section 5.02(c)). Except for directed that Merger Sub submit the adoption of this Agreement for consideration by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares Parent, and Company Voting Preferred Sharessuch resolutions have not been withdrawn, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no amended or modified. No other corporate proceedings on the part of the Company Parent are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has execution, delivery and performance by Merger Sub of this Agreement and the consummation by Merger Sub of the transactions contemplated by this Agreement are within the corporate powers of Merger Sub and have been duly authorized by all necessary corporate action on the part of Merger Sub. Parent and Merger Sub have each duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of a majority of the votes cast by holders of outstanding Common Shares at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving determining that the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger other transactions contemplated hereby and the Transactions thereby are fair to, and in the best interests of, of the Company and its shareholders, ; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactions advisable Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) subject to Section 5.04, convening a meeting of the shareholders and recommending that the Company’s shareholders adopt this Agreement, vote in favor of the Merger adoption and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that approval of this Agreement and the Statutory Merger be submitted to Agreement and the Company’s shareholders transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). Except for any Adverse Recommendation Change made after the date of this Agreement that is expressly permitted by the terms of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize, authorize or adopt or approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Certificate of Merger Application with the Secretary of State Registrar pursuant to the OGCLBermuda Companies Act). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Seller has all the requisite corporate power and authority to execute and deliver this Agreementdeliver, and, subject to the effectiveness of the Seller Stockholder Approval, to perform its obligations hereunder under, and to consummate the Merger transactions contemplated to be consummated by it pursuant to, this Agreement, including the transfer of the Interests, as applicable, and the TransactionsAncillary Documents to which it will be a party. Each of Seller’s Affiliates (including the Company Group) who will become party to any Ancillary Documents has the requisite power and authority to execute and deliver, subjectand to perform its obligations under, and to consummate the transactions contemplated to be consummated by it pursuant to, such Ancillary Documents. Seller and its applicable Affiliates (including the Company Group) have taken all organizational action required by their respective Organizational Documents and applicable Law (without giving effect to the proviso in the case definition thereof) to authorize the execution and delivery of, and the performance of its obligations under, and the consummation of the Mergertransactions contemplated to be consummated by it or such Affiliate pursuant to, this Agreement, as applicable, and the Ancillary Documents to the receipt of the Company Shareholder Approvalwhich it or such Affiliate will be a party. The Company BoardSeller Stockholder Consent, which has been executed and delivered to Purchaser and which became effective immediately following the approval by a unanimous vote at a meeting duly called on or the board of directors of Seller of this Agreement and prior to the date execution and delivery of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, (a) is the Merger only vote or approval of the holders of any class or series of equity securities of Seller necessary to adopt and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that approve this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose transactions contemplated hereby and (the “Company Shareholders Meeting”), and such resolutions remain b) has been obtained in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by compliance with Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote 228 of the holders of two-thirds of DGCL and Seller’s Organizational Documents. This Agreement and the outstanding Company Common Shares Ancillary Documents to which Seller and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at its Affiliates (including the Company Shareholders Meeting Group) will be a party, upon Seller’s and its Affiliates’ (the “Company Shareholder Approval”), no other corporate proceedings on the part of including the Company are necessary to authorizeGroup) execution and delivery hereof and thereof will be, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement andby Seller and its Affiliates (including the Company Group), and (assuming the due authorization, execution and delivery by each of Parent the other parties hereto and Merger Subthereto) constitute, this Agreement constitutes or shall upon such execution and delivery constitute its legal, valid and binding obligationobligations, enforceable against it Seller and its Affiliates, as applicable, in accordance with its their respective terms, subject subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally and except insofar as the Bankruptcy and Equity Exceptionavailability of equitable remedies may be limited by Law (whether considered in a Proceeding in equity or at law) (the “Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholdersstockholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Stockholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company or of any Company Subsidiary are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Black & Xxxxxx has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Black & Xxxxxx Stockholder Approval. The Company Black & Xxxxxx Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Black & Xxxxxx was present, adopted resolutions (i) approving this Agreement, (ii) declaring advisable the Merger on substantially the terms and conditions set forth in this Agreement and determining that the Merger and the Transactions, (ii) determining that entering into other transactions contemplated by this Agreement, the Merger and the Transactions Agreement are fair to, and in the best interests of, the Company of Black & Xxxxxx and its shareholdersstockholders, (iii) declaring this Agreement, recommending that Black & Xxxxxx’x stockholders approve the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders Black & Xxxxxx’x stockholders for approval at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Black & Xxxxxx Stockholders Meeting”)) and (iv) approving, effective as of the Effective Time, the amendment and restatement of the Black & Xxxxxx Articles, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption approval of this Agreement the Merger by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case votes entitled to vote be cast by holders of outstanding shares of Black & Xxxxxx Common Stock at the Company Shareholders Black & Xxxxxx Stockholders Meeting (the “Company Shareholder Black & Xxxxxx Stockholder Approval”), no other corporate proceedings on the part of the Company Black & Xxxxxx are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLMGCL). The Company Black & Xxxxxx has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Xxxxxxx and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. (a) The Company Qwest has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Qwest Stockholder Approval. The Company Board of Directors of Qwest (the “Qwest Board”) has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Qwest was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Qwest and its shareholdersstockholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the CompanyQwest’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the CompanyQwest’s shareholders stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Qwest Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding Company shares of Qwest Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Qwest Stockholders Meeting (the “Company Shareholder Qwest Stockholder Approval”), no other corporate proceedings on the part of the Company Qwest are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company Qwest has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent CenturyLink and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and thereunder, and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement and the Statutory Merger Agreement, subject, in the case of the Merger, to the receipt of the affirmative votes of not less than 50% of the holders of outstanding Common Shares and 8½% Preference Shares, voting as a single class, at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving determining that (x) the Merger Consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act and (y) the Surviving Company Preference Shares constitutes fair value for each 8½% Preference Share in accordance with the Bermuda Companies Act; (ii) determining that the terms of this Agreement and the Statutory Merger Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger other transactions contemplated hereby and the Transactions thereby are fair to, and in the best interests of, of the Company and its shareholders, ; (iii) approving and declaring advisable the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactions advisable Statutory Merger Agreement and the transactions contemplated hereby and thereby, including the Merger; and (iv) convening a meeting of the shareholders and, subject to Section 5.04, recommending that the Company’s shareholders adopt this Agreement, vote in favor of the Merger adoption and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that approval of this Agreement and the Statutory Merger be submitted to Agreement and the Company’s shareholders transactions contemplated hereby and thereby, including the Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”) (the foregoing (i) through (iv), and such resolutions remain in full force and effect and have not been amended or withdrawn (except ascollectively, and only to the extent, expressly permitted by Section 5.02(c)“Company Board Recommendation”). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company or its Affiliates are necessary to authorize, authorize or adopt or approve this Agreement and the Statutory Merger Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement and the Statutory Merger Agreement (except for executing and delivering the Statutory Merger Agreement and the filing of the Certificate of Merger Application with the Secretary of State Registrar pursuant to the OGCLBermuda Companies Act). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Xxxxxxx and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Share Issuance, to the receipt of the Xxxxxxx Shareholder Approval, and, in the case of the amendment of the Xxxxxxx Articles to increase the number of authorized shares of Xxxxxxx Common Stock in connection with the Share Issuance and to change the name of Xxxxxxx, each as described on Exhibit B (the “Articles Amendment”), to the receipt of the Xxxxxxx Articles Amendment Approval and, in the case of the Merger, to the receipt approval of the Company Shareholder ApprovalMerger by Xxxxxxx as the sole stockholder of Merger Sub. The Company BoardXxxxxxx Board has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Xxxxxxx was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Xxxxxxx and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable advisable, and (iv) adopting the Articles Amendment and recommending that Xxxxxxx’x shareholders vote in favor of approval of the Company’s shareholders adopt this Agreement, Articles Amendment and the issuance of Xxxxxxx Common Stock constituting the Merger and the Transactions Consideration (such recommendation, the “Company Board RecommendationShare Issuance”) and directing that this Agreement the Articles Amendment and the Merger Share Issuance be submitted to the Company’s Xxxxxxx’x shareholders for approval at a duly held meeting of such shareholders for such purpose (( the “Company Xxxxxxx Shareholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn as of the date of this Agreement. The Board of Directors of Merger Sub has adopted resolutions, by unanimous written consent, (except asi) approving this Agreement, (ii) declaring advisable the Merger on substantially the terms and conditions set forth in this Agreement and determining that the Merger is in the best interests of Merger Sub and Xxxxxxx, as its sole stockholder, and only (iii) recommending that Xxxxxxx, as sole stockholder of Merger Sub, approve the Merger and directing that the Merger be submitted to Xxxxxxx, as sole stockholder of Merger Sub, for approval. Such resolutions have not been amended or withdrawn as of the extentdate of this Agreement. Xxxxxxx, expressly permitted by Section 5.02(c)). Except for as sole stockholder of Merger Sub, will, immediately following the adoption execution and delivery of this Agreement by each of the parties hereto, approve the Merger. Except (A) solely in the case of the Share Issuance, for the approval of the Share Issuance by the affirmative vote of the holders of two-thirds a majority of the outstanding Company shares of Xxxxxxx Common Shares and Company Voting Preferred Shares, voting as a single class, Stock represented in each case entitled to vote person or by proxy at the Xxxxxxx Shareholders Meeting, as required by Section 312.03 of the NYSE Listed Company Shareholders Meeting Manual (the “Company Xxxxxxx Shareholder Approval”), (B) solely in the case of the Articles Amendment, for the approval of the Articles Amendment by the affirmative vote of holders of a number of shares of Xxxxxxx Common Stock represented in person or by proxy at the Xxxxxxx Shareholder Meeting in excess of the number of shares of Xxxxxxx Common Stock represented in person or by proxy at the Xxxxxxx Shareholder Meeting held by holders casting a negative vote (the “Xxxxxxx Articles Amendment Approval”) and (C) solely in the case of the Merger, for the approval of the Merger by Xxxxxxx as the sole stockholder of Merger Sub, no other corporate proceedings on the part of the Company Xxxxxxx or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the execution and filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLMGCL). The Company Each of Xxxxxxx and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubBlack & Xxxxxx, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions, subject, in the case of the Merger, to the receipt of the approval of the holders of two-thirds of the outstanding shares of Common Stock and Preferred Stock entitled to vote on such matter voting together as a single class on an as-converted basis (the “Company Shareholder Approval”). The Company BoardBoard has adopted resolutions, by a unanimous vote of all directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (ia) approving determining that the terms of this Agreement, the Merger and the other Transactions are advisable, fair to and in the best interests of the Company and its shareholders, (b) approving and declaring advisable the execution, delivery and performance of this Agreement and the Transactions, including the Merger, on the terms and conditions set forth herein, and (iic) determining recommending that entering into the shareholders of the Company vote to adopt and approve this Agreement, the Merger and the Transactions are fair to, and in other Transactions. As of the best interests of, the Company and its shareholders, (iii) declaring date of this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the other Transactions (except for the filing of the Certificate Summary Articles of Merger with as required by the Secretary of State pursuant to the OGCLMGBCL). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of the Selling Entities has all requisite corporate necessary power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and, upon entry and effectiveness of the Sale Order, in accordance with the terms hereof and thereof, will have all necessary corporate or similar authority to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, execution and delivery by a unanimous vote at a meeting duly called on or prior to the date Selling Entities of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted other Transaction Documents to which any Selling Entity is a party, the Company’s shareholders at a duly held meeting performance and compliance by the Selling Entities with each of such shareholders for such purpose (the “Company Shareholders Meeting”)their obligations herein and therein, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement consummation by the affirmative vote Selling Entities of the holders of two-thirds of the outstanding Company Common Shares Transactions have been duly and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no validly authorized and approved by all necessary corporate or other corporate proceedings action on the part of the Company Selling Entities, and no other corporate or other Proceedings on the part of the Selling Entities and no other stockholder votes are necessary to authorize, adopt or approve authorize the execution of this Agreement or to consummate the Merger and other Transaction Documents, or the Transactions (except for performance or consummation by the filing Selling Entities of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Transactions. The Company Each Selling Entity has duly and validly executed and delivered this Agreement and will (as of the Closing) duly and validly execute and deliver the other Transaction Documents to which it is a party and, assuming the due authorization, execution and delivery by each the Buyer of Parent this Agreement and Merger Subthe other Transaction Documents to which it is party, and by the other parties to the Transaction Documents, this Agreement constitutes its and the other Transaction Documents will constitute (as of the Closing) legal, valid and binding obligationobligations of each Selling Entity, enforceable against it such Selling Entity in accordance with its terms, subject in all cases to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the Bankruptcy enforcement of creditors’ rights generally and Equity Exception(b) general equitable principles, whether considered in a proceeding at law or in equity (such exceptions described in the foregoing clauses (a), (b) and (c), collectively, collectively, the “Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) The Company Purchaser has all the requisite corporate organizational power and authority to execute and deliver this Agreement, Agreement and the Ancillary Agreements to perform its obligations hereunder which it will be a party and to consummate the Merger and the Transactions, subject, in the case of the Merger, transactions contemplated to the receipt of the Company Shareholder Approval. The Company Board, be consummated by a unanimous vote at a meeting duly called on or prior it pursuant to the date of this Agreement at and such Ancillary Agreements. Each Purchaser Affiliate has the requisite organizational power and authority to execute the Ancillary Agreements to which it will be a quorum party and to consummate the transactions contemplated to be consummated by it pursuant to such Ancillary Agreements. Purchaser has taken all organizational action required by its organizational documents to authorize the execution and delivery of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger Ancillary Agreements to which it will be submitted a party and to authorize the consummation of the transactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements. Each Purchaser Affiliate will prior to the Company’s shareholders at a duly held meeting Closing have taken all organizational action required by its organizational documents to authorize the execution and delivery of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only Ancillary Agreements to the extent, expressly permitted by Section 5.02(c)). Except for the adoption [***] = Portions of this Agreement by exhibit have been omitted and filed separately with the affirmative vote Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. which it will be a party and to authorize the consummation of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled transactions contemplated to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State be consummated by it pursuant to the OGCL)such Ancillary Agreements. The Company Purchaser has duly executed and delivered this Agreement and, prior to the Closing, will have duly executed and delivered each Ancillary Agreement (other than the Supply Agreement) to which it will be a party, and (assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes by Seller) this Agreement constitutes, and each Ancillary Agreement to which it will be a party will from and after the Closing (or, in the case of the Supply Agreement, the date of its execution) (assuming the due authorization, execution and delivery thereof by the other parties thereto) constitute, its legal, valid and binding obligation, enforceable against it in accordance with its termsterms subject, subject as to enforcement, to the Bankruptcy Enforceability Exceptions. Prior to the Closing, each Purchaser Affiliate will have duly executed and Equity Exceptiondelivered each Ancillary Agreement (other than the Supply Agreement) to which it will be a party, and each Ancillary Agreement to which it will be a party will from and after the Closing (or, in the case of the Supply Agreement, the date of its execution) (assuming the due authorization, execution and delivery thereof by the other parties thereto) constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms subject, as to enforcement, to the Enforceability Exceptions.

Authority; Execution and Delivery; Enforceability. (a) The Company Sun has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger Xxx Xxxxxx and the Transactionstransactions contemplated by this Agreement, subject, in the case of the Merger, subject to the receipt of the Company Shareholder ApprovalSun Shareholders Approval and the Sun Certificate of Merger from the Companies Registrar. The Company BoardSun Board (and, by a unanimous vote if appropriate, any committee thereof), at a meeting duly called on or prior to and held in compliance with the date requirements of this Agreement at which a quorum Israeli Companies Law and the Sun Articles, has adopted resolutions, by unanimous vote of all directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactions, consummation of the Sun Merger upon the terms and subject to the conditions contained herein; (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Sun and its shareholdersshareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Sun Surviving Corporation will be unable to fulfill the obligations of Sun and its creditors as a result of the Sun Merger; (iii) declaring this Agreement, the Merger Agreement and the Transactions advisable transactions contemplated by this Agreement advisable; and (iv) recommending that the CompanySun’s shareholders adopt vote in favor of the adoption of this Agreement and directing that such adoption be submitted to Sun’s shareholders for approval at the Sun Shareholders’ Meeting. As of the date Sun countersigns this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Sun Shareholder Approval”), no other corporate proceedings on the part of the Company Sun are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Sun Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLIsraeli Companies Law). The Company Xxx has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Xxxxxxx, Parent, Trident Merger Sub and Sun Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder under this Agreement, and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement. The Parent Board has adopted resolutions, subject, in the case by unanimous vote of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Parent was present, approving the execution, delivery and performance of this Agreement. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, ; (ii) determining that entering into the terms of this Agreement, the Merger and the Transactions Agreement are fair to, and in the best interests of, the Company of Merger Sub and its shareholders, sole stockholder; (iii) declaring this Agreement, the Merger and the Transactions advisable Agreement advisable; and (iv) recommending that the Company’s shareholders sole stockholder of Merger Sub adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting sole stockholder of such shareholders Merger Sub for such purpose (adoption. As of the “Company Shareholders Meeting”)date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except aswithdrawn. The sole stockholder of Merger Sub, has adopted and only to the extent, expressly permitted by Section 5.02(c))approved this Agreement. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no No other corporate proceedings (including, for the avoidance of doubt, any stockholder approval) on the part of the Company Parent, Merger Sub or their respective Subsidiaries are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger in accordance with the Secretary relevant provisions of State pursuant to the OGCLDGCL). The Company Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against it each of Parent and Merger Sub in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds not less than seventy percent (70%) of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Stockholders Meeting or any adjournment or postponement thereof (provided that at least a majority in voting power of the shares of Company Common Stock are represented in person or by proxy at such meeting or any adjournment or postponement thereof) (the “Company Shareholder Stockholder Approval”). The Company Board has by resolutions duly adopted (i) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (ii) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger, are in the best interests of the Company and its stockholders, (iii) declared this Agreement advisable, and (iv) resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), and, subject to Section 5.02, such resolutions have not been withdrawn, amended or modified. The Company Board has directed that the Company submit the adoption of this Agreement to a vote at a meeting of the stockholders of the Company in accordance with the terms of this Agreement (the “Company Stockholders Meeting”). Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the Merger and the other Transactions. The board of directors of Parent has adopted resolutions, subject, in the case by unanimous vote of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Parent was present, (a) approving the execution, delivery and performance of this Agreement and (b) determining that entering into this Agreement is in the best interests of Parent and its shareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The board of directors of Merger Sub has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, ; (ii) determining that entering into the terms of this Agreement, the Merger and the Transactions Agreement are fair to, and in the best interests ofof Merger Sub and Parent, the Company and as its shareholders, sole shareholder; (iii) declaring this Agreement, the Merger and the Transactions advisable Agreement advisable; and (iv) recommending that the Company’s shareholders Parent, as sole shareholder of Merger Sub, adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the Company’s shareholders at a duly held meeting date of such shareholders for such purpose (the “Company Shareholders Meeting”)this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no No other corporate proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the other Transactions (except for the filing of the Certificate Summary Articles of Merger in accordance with the Secretary relevant provisions of State pursuant to the OGCLMGBCL). The Company Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Seller has all requisite corporate power and authority and full legal capacity to execute this Agreement and deliver each Transferor has all requisite corporate or partnership power and authority, as the case may be, and full legal capacity to execute the other agreements and instruments executed and delivered in connection with this AgreementAgreement (such other agreements, the “Ancillary Agreements”) to which it is, or is specified to be, a party, to fully perform its obligations hereunder or thereunder and to consummate the Merger Acquisition and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approvalother transactions contemplated hereby and thereby. The Company Board, execution and delivery by a unanimous vote at a meeting duly called on or prior to the date Seller of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted execution and delivery by each Transferor of the Ancillary Agreements to which it is, or is specified to be, a party and the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement consummation by the affirmative vote Transferors of the holders of two-thirds of Acquisition and the outstanding Company Common Shares other transactions contemplated hereby and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings thereby have been duly authorized by all necessary action on the part of the Company are Transferors, and no other action on the part of the Transferors is necessary to authorize, adopt or approve authorize this Agreement or to consummate the Merger and Ancillary Agreements or the Transactions (except for the filing consummation of the Certificate of Merger with Acquisition or the Secretary of State pursuant to the OGCL)other transactions contemplated hereby or thereby. The Company Seller has duly executed and delivered this Agreement and, prior to the Closing, each Transferor will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and, assuming their due execution and delivery by the due authorizationPurchaser, this Agreement constitutes the Seller’s, and each Ancillary Agreement to which it is, or is specified to be, a party will, after execution and delivery by each of Parent and Merger SubTransferor, this Agreement constitutes its constitute such Transferor’s, legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and Equity Exceptionsubject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent, Merger Sub I and Merger Sub II has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder ApprovalIntegrated Mergers. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, Parent Board has adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Parent and its shareholders, shareholders and (iii) declaring this Agreement, approving the issuance of Parent Common Stock constituting the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such Consideration. Such resolutions remain in full force and effect and have not been amended or withdrawn (except asas of the date of this Agreement. Parent, as the sole shareholder of Merger Sub I, has authorized and only to approved the extentexecution, expressly permitted by Section 5.02(c)). Except for the adoption delivery and performance of this Agreement by and the affirmative vote consummation of the holders Initial Merger by Merger Sub I. Parent, as the sole manager of two-thirds Merger Sub II, has authorized and approved the execution, delivery and performance of this Agreement and the consummation of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no Subsequent Merger by Merger Sub II. No other corporate proceedings on the part of the Company Parent, Merger Sub I or Merger Sub II are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Integrated Mergers. Parent, Merger Sub I and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has Sub II have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its the legal, valid and binding obligationobligation of each of Parent, Merger Sub I and Merger Sub II, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Company Shareholder Stockholders Meeting (the “Company Stockholder Approval”). The Company BoardBoard has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving determining that the terms of this Agreement, the Merger and the Transactions, (ii) determining that entering into other transactions contemplated by this Agreement, the Merger and the Transactions Agreement are fair to, to and in the best interests of, of the Company and its shareholdersstockholders, (iiiii) approving and declaring advisable the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement, including the Merger and the Transactions advisable Merger, and (iviii) recommending that the Company’s shareholders adopt this Agreement, stockholders vote in favor of the Merger adoption and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that approval of this Agreement and the Merger be submitted to transactions contemplated by this Agreement, including the Company’s shareholders Merger, at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger in accordance with the Secretary relevant provisions of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its the Company’s legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to for the receipt approval of this Agreement by Parent as the Company Shareholder Approvalsole stockholder of Merger Sub. The Company Board of Directors of Parent (the “Parent Board”) has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Parent was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Parent and its shareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has adopted resolutions (i) approving the execution, delivery and performance of this Agreement, (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and Parent, as its sole stockholder, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders Parent, as sole stockholder of Merger Sub, adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to Parent, as sole stockholder of Merger Sub, for adoption. As of the Company’s shareholders at a duly held meeting date of such shareholders for such purpose (the “Company Shareholders Meeting”)this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except aswithdrawn. Parent, as sole stockholder of Merger Sub, will, immediately following the execution and only to delivery of this Agreement by each of the extentparties hereto, expressly permitted by Section 5.02(c))adopt this Agreement. Except for the adoption of this Agreement by Parent as the affirmative vote sole stockholder of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)Merger Sub, no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of such Parent Party and its Affiliates has all requisite corporate full power and authority to execute and deliver this Agreementthe Transaction Documents to which it is, or is specified to perform its obligations hereunder be, a party and to consummate the Merger Transactions to which it is, or is specified to be, a party. The execution, delivery and performance by each of such Parent Party and its Affiliates of the Transaction Documents to which it is, or is specified to be, a party and the Transactionsconsummation by each of such Parent Party and its Affiliates of the Transactions to which it is, or is specified to be, a party have been (or, with respect to such Affiliates, prior to the Closing Date will be) duly authorized by all necessary corporate or limited liability company action subject, in the case of the MergerUSAi, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair toUSAi Stockholder Approvals, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company such Parent Party or its Affiliates are necessary to authorize, adopt or approve authorize this Agreement or to consummate the Merger and the Transactions (except for the filing consummation of the Certificate Transactions. Each of Merger with the Secretary of State pursuant to the OGCL). The Company such Parent Party and its Affiliates has duly executed and delivered this Agreement and(to the extent a party hereto) and prior to the Effective Time will have duly executed and delivered each other Transaction Document to which it is, or is specified to be, a party, and this Agreement constitutes, and each other Transaction Document to which it is, or is specified to be, a party will, after the Effective Time (assuming the due authorization, execution and delivery by each of Parent and Merger Subother party thereto), this Agreement constitutes constitute its legal, valid and binding obligationobligations, enforceable against it in accordance with its terms. The USAi Board formed a special committee of the USAi Board, subject composed of the four disinterested directors on the USAi Board (the "Special Committee"), to consider this Agreement, the other Transaction Documents to which USAi is a party and the Transactions, and to make a recommendation with respect thereto to the Bankruptcy entire USAi Board. The Special Committee, at a meeting duly called and Equity Exceptionheld at which all members of the Special Committee were present either in person or by telephone, (x) received the opinion of Bear, Stearns & Co. to the effect that the consideration to be received by XXXx xx the Transactions is fair, from a financial point of view, to the stockholders of USAi other than Universal, Liberty, Diller and their Affiliates, and (y) duly and unanimously (and withoux xxx abstentions) adopted resolutions (i) declaring advisable this Agreement, (ii) determining that the terms of the Transactions are fair to and in the best interests of the public stockholders of USAi, other than stockholders party to the Transactions, and (iii) recommending that the USAi Board approve this Agreement, the other Transaction Documents to which USAi is a party and the Transactions, and that the USAi Board declare the advisability of this Agreement. After receiving and considering such resolutions of the Special Committee, the USAi Board, at a meeting duly called and held at which all directors of USAi were present either in person or by telephone, duly adopted resolutions (i) approving and declaring advisable this Agreement, (ii) determining that the terms of the Transactions are fair to and in the best interests of the public stockholders of USAi other than stockholders party to the Transactions, (iii) directing that this Agreement and the Transactions be submitted to a vote at a meeting of USAi's stockholders to be held as promptly as practicable following the date of this Agreement, (iv) recommending that such stockholders adopt this Agreement and approve and authorize the Transactions to the extent USAi is a party thereto and (v) approving the other Transaction Documents to which USAi is a party and the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn in any way.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Descartes and its Subsidiaries party to any Acquisition Document has all requisite corporate power and authority to execute and deliver this Agreement, Agreement and each other Acquisition Document to perform its obligations hereunder which it is a party and to consummate the Merger Acquisitions and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approvalother transactions contemplated hereby and thereby. The Company Board, execution and delivery by a unanimous vote at a meeting duly called on or prior to the date Descartes and/or its Subsidiaries of this Agreement at and each other Acquisition Document to which it is a quorum party, the performance by Descartes and its Subsidiaries of directors their obligations hereunder and thereunder and the consummation by Descartes and its Subsidiaries of the Company was present, adopted resolutions (i) approving this Agreement, the Merger Acquisitions and the Transactions, (ii) determining that entering into this Agreement, the Merger other transactions contemplated hereby and the Transactions are fair to, and in the best interests of, the Company thereby have been duly authorized by all necessary corporate or other action of Descartes and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))Subsidiaries. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no No other corporate proceedings on the part of Descartes or its Subsidiaries (and no action on the Company part of any stockholders, members, partners or equityholders of Descartes and its Subsidiaries) are necessary to authorizeauthorize the execution, adopt or approve delivery and performance in accordance with their respective terms of this Agreement or to consummate the Merger and the Transactions (except for Acquisition Documents and the filing consummation of the Certificate of Merger with the Secretary of State pursuant to the OGCL)transactions contemplated hereby or thereby. The Company Descartes has duly executed and delivered this Agreement andand at the Closing Descartes, as applicable, and its applicable Subsidiaries will have executed and delivered each other Acquisition Document to which it is a party, and assuming the due authorization, execution and delivery by each of Parent and Merger Subother party thereto, this Agreement constitutes and each other Acquisition Document to which it is a party will constitute its legal, valid and binding obligationobligations, enforceable against it Descartes and/or its Subsidiaries, as applicable, in accordance with its their respective terms, subject to the Bankruptcy and Equity ExceptionGeneral Enforceability Exceptions.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and the Transactionstransactions contemplated hereby, subject, in the case of including the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, Parent Board has adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering into this Agreement, the Merger and the Transactions are fair to, and it is in the best interests of, the Company of Parent and its shareholders, (iii) and declaring it advisable, for Parent to enter into this Agreement, the Merger and the Transactions advisable Agreement and (ivb) recommending that the Companyadopting this Agreement and approving Parent’s shareholders adopt this Agreementexecution, the Merger delivery and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that performance of this Agreement and the Merger be submitted to consummation of the Company’s shareholders at a duly held meeting of such shareholders for such purpose (transactions contemplated by this Agreement, including the “Company Shareholders Meeting”), and such Merger. Such resolutions remain in full force and effect and have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions (except asi) determining that it is in the best interests of Merger Sub and its shareholder, and only declaring it advisable, for Merger Sub to the extententer into this Agreement, expressly permitted by Section 5.02(c)). Except for the adoption (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement by and the affirmative vote consummation of the holders transactions contemplated by this Agreement, including the Merger, and (iii) resolving to recommend that Parent, in its capacity as the sole shareholder of two-thirds Merger Sub, adopt this Agreement. Parent has approved this Agreement by written consent in its capacity as the sole shareholder of Merger Sub. Such resolutions and written consent have not been amended or withdrawn as of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to date of this Agreement. No vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other or corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger. Parent and Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has Sub have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the Bankruptcy and Equity ExceptionExceptions.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of the Selling Entities has all requisite corporate necessary power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and, upon entry and effectiveness of the Sale Order, in accordance with the terms hereof and thereof, will have all necessary corporate or similar authority to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, execution and delivery by a unanimous vote at a meeting duly called on or prior to the date Selling Entities of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted other Transaction Documents to which any Selling Entity is a party, the Company’s shareholders at a duly held meeting performance and compliance by the Selling Entities with each of such shareholders for such purpose (the “Company Shareholders Meeting”)their obligations herein and therein, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted consummation by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote it of the holders of two-thirds of the outstanding Company Common Shares Transactions have been duly and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no validly authorized and approved by all necessary corporate or other corporate proceedings action on the part of the Company Selling Entities, and no other corporate or other Proceedings on the part of the Selling Entities and no other stockholder votes are necessary to authorize, adopt or approve authorize the execution of this Agreement or to consummate the Merger and other Transaction Documents, or the Transactions (except for performance or consummation by the filing Selling Entities of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Transactions. The Company Each Selling Entity has duly and validly executed and delivered this Agreement and will (as of the Closing) duly and validly execute and deliver the other Transaction Documents to which it is a party and, assuming the due authorization, execution and delivery by each the Buyer of Parent this Agreement and Merger Subthe other Transaction Documents to which it is party, and by the other parties to the Transaction Documents, this Agreement constitutes its and the other Transaction Documents will constitute (as of the Closing) legal, valid and binding obligationobligations of each Selling Entity, enforceable against it such Selling Entity in accordance with its terms, subject in all cases to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the Bankruptcy enforcement of creditors’ rights generally and Equity Exception(b) general equitable principles, whether considered in a proceeding at law or in equity (such exceptions described in the foregoing clauses (a), (b) and (c), collectively, collectively, the “Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and transactions contemplated hereby, including the TransactionsMerger, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardBoard has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering into this Agreement, the Merger and the Transactions are fair to, and it is in the best interests of, of the Company and its shareholders, (iii) and declaring it advisable, for the Company to enter into this Agreement, (b) adopting this Agreement and approving the Merger Company’s execution, delivery and performance of this Agreement and the Transactions advisable consummation of the transactions contemplated thereby and (ivc) recommending resolving to recommend that the Company’s shareholders adopt approve this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption approval of this Agreement by the affirmative vote of the holders of two-thirds a majority of all of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)) and (ii) the filing of the Articles of Merger as required by the KGCC, no other vote or corporate proceedings on the part of the Company or its shareholders are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and transactions contemplated hereby, including the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and the TransactionsMerger, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardBoard has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering into this Agreement, the Merger and the Transactions are fair to, and it is in the best interests of, of the Company and its shareholders, (iii) and declaring it advisable, for the Company to enter into this Agreement, (b) adopting this Agreement and approving the Merger Company’s execution, delivery and performance of this Agreement and the Transactions advisable consummation of the transactions contemplated thereby and (ivc) recommending resolving to recommend that the Company’s shareholders adopt approve this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption approval of this Agreement by the affirmative vote of the holders of two-thirds a majority of all of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)) and (ii) the filing of the Certificate of Merger as required by the GCC, no other vote or corporate proceedings on the part of the Company or its shareholders are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”).

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum board of directors of the Company was present, Parent has adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering into this Agreement, the Merger and the Transactions are fair to, and it is in the best interests of, the Company of Parent and its shareholders, (iii) and declaring it advisable, for Parent to enter into this Agreement, the Merger and the Transactions advisable Agreement and (ivb) recommending that the Companyadopting this Agreement and approving Parent’s shareholders adopt this Agreementexecution, the Merger delivery and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that performance of this Agreement and the Merger be submitted to consummation of the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such transactions contemplated by this Agreement. Such resolutions remain in full force and effect and have not been amended or withdrawn (except asas of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions determining that it is in the best interests of Merger Sub and its shareholder, and only declaring it advisable, for Merger Sub to the extententer into this Agreement, expressly permitted by Section 5.02(c)). Except for the adoption (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement by and the affirmative vote consummation of the holders transactions contemplated by this Agreement and (iii) resolving to recommend that Parent, in its capacity as the sole shareholder of two-thirds Merger Sub, approve this Agreement. Such resolutions have not been amended or withdrawn as of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no date of this Agreement. No other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger. Parent and Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has Sub have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the Bankruptcy and Equity ExceptionExceptions.

Authority; Execution and Delivery; Enforceability. Seller and its Subsidiaries had or have (aas applicable) The Company has all requisite corporate power and authority and full legal capacity to execute this Agreement and deliver this Agreementthe Ancillary Agreements to which it is, or is specified to be, a party, to fully perform its obligations hereunder or thereunder and to consummate the Merger Acquisition, and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approvalother transactions contemplated hereby and thereby. The Company Board, execution and delivery by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company Seller and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that Subsidiaries of this Agreement and the Merger be submitted Ancillary Agreements to which it is, or is specified to be, a party and the Company’s shareholders at a duly held meeting of such shareholders for such purpose (consummation by Seller and the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote Subsidiary Transferors of the holders of two-thirds of Acquisition and the outstanding Company Common Shares other transactions contemplated hereby and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings thereby have been duly authorized by all necessary action on the part of Seller and the Company are Subsidiary Transferors, and no other action on the part of Seller or the Subsidiary Transferors is necessary to authorize, adopt or approve authorize this Agreement or to consummate the Merger and Ancillary Agreements or the Transactions (except for the filing consummation of the Certificate of Merger with Acquisition or the Secretary of State pursuant to the OGCL)other transactions contemplated hereby or thereby. The Company Seller has duly executed and delivered this Agreement and, at or prior to the Closing, Seller and its Subsidiaries will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and, assuming the due authorization, execution and delivery by each of Parent and Merger SubPurchaser, this Agreement constitutes Seller’s, and each Ancillary Agreement to which Seller or its Subsidiary is, or is specified to be, a party will, after execution and delivery by Seller or its Subsidiary (as the case may be), constitute Seller’s and such Subsidiary’s legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law. All information submitted by Seller or Purchaser under applicable Review Laws, including any information provided to Purchaser or Seller (as applicable) in connection with filings under Review Laws, and the Bankruptcy information submitted to the Monitoring Trustee and Equity ExceptionEuropean Commission has been and will be true, correct and complete in all material respects.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Pending Offer and the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder ApprovalApproval (if required by applicable Law). The Company hereby approves and consents to the Pending Offer and represents that the Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactionstransactions contemplated hereby, including the Pending Offer and the Merger, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders (A) accept the Pending Offer and (B) if required by applicable Law, adopt and approve this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger Agreement, if required by applicable Law, be submitted to the Company’s shareholders for adoption and approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”); provided, and however, the Company Recommendation may be withheld, withdrawn, amended or modified in accordance with Section 5.02. As of the date of this Agreement, such resolutions remain in full force and effect and have not been amended or withdrawn (except aswithdrawn. To the Knowledge of the Company, as of the date of this Agreement, all of the Company’s directors and only officers intend to exchange all shares of Company Common Stock beneficially owned by them to Merger Sub pursuant to the extent, expressly permitted by Section 5.02(c))Pending Offer. Except for the adoption and approval of this Agreement by the affirmative vote shareholders of the holders of two-thirds of Company in accordance with the outstanding Company Common Shares Company’s Charter and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting NJBCA (the “Company Shareholder Approval”)) if applicable, no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Pending Offer or the Merger and or the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLNJBCA). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and the TransactionsMerger, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company BoardBoard has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering into this Agreement, the Merger and the Transactions are fair to, and it is in the best interests of, of the Company and its shareholders, (iii) and declaring it advisable, for the Company to enter into this Agreement, (b) adopting this Agreement and approving the Merger Company’s execution, delivery and performance of this Agreement and the Transactions advisable consummation of the transactions contemplated thereby and (ivc) recommending resolving to recommend that the Company’s shareholders adopt approve this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption approval of this Agreement by the affirmative vote of the holders of two-thirds a majority of all of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)) and (ii) the filing of the Articles of Merger as required by the FBCA, no other vote or corporate proceedings on the part of the Company or its shareholders are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions resolutions: (i) approving this Agreement, (ii) declaring advisable the Merger on substantially the terms and conditions set forth in this Agreement and determining that the Merger and the Transactions, (ii) determining that entering into other transactions contemplated by this Agreement, the Merger and the Transactions Agreement are fair to, and in the best interests of, of the Company and its shareholdersstockholders, and (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, stockholders approve the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Meeting”)approval as provided in Section 6.03, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the approval of the Merger and adoption of this Agreement by the affirmative vote of a majority of the votes entitled to be cast by holders of two-thirds outstanding shares of the outstanding Company Common Shares Stock and Company Voting Preferred SharesStock, voting together as a single class, in each case and by the affirmative vote of 60% of the votes entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)be cast by holders of outstanding shares of Preferred Stock, voting together as a class, no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Acquiror and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject as to the Bankruptcy enforceability, to bankruptcy, insolvency, reorganization, moratorium, and Equity Exceptionother Laws of general applicability relating to or affecting creditors rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, each of the Transaction Agreements to perform its obligations hereunder which it is a party and to consummate the Merger transactions contemplated thereby. Assuming the representation made in Section 4.07 is correct, the execution and delivery by the Company of each Transaction Agreement to which it is a party and the Transactionsconsummation by the Company of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company, subject, subject in the case of the Merger, Merger to the receipt of the Company Shareholder Stockholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are or will be necessary to authorize, adopt or approve this Agreement authorize the Transaction Agreements to which it is a party or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)transactions contemplated thereby. The Company has duly executed and delivered this each Transaction Agreement andto which it is a party, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this such Transaction Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. The board of directors of the Company (the “Company Board”), subject at a meeting, duly called, and held duly and unanimously adopted resolutions (i) approving this Agreement and the other Transaction Agreements, the Merger and the other transactions contemplated hereby and thereby, (ii) determining that the terms of the Merger, the Transaction Agreements and the other transactions contemplated hereby and thereby are fair to and in the best interests of the Company’s stockholders and (iii) declaring the Agreement advisable, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. Assuming the representation made in Section 4.07 is correct, the approval of this Agreement, the other Transaction Agreements, the Merger and the other transactions contemplated hereby and thereby by the Company Board referred to in this Section 3.04(a) constitutes approval of the Merger for purposes of Section 203 of the DGCL and represents the only action necessary to ensure that the restrictions on “business combinations” (as such term is defined therein) set forth in Section 203 of the DGCL does not and will not apply to the Bankruptcy execution or delivery of this Agreement or the other Transaction Agreements and Equity Exceptionthe consummation of the Merger and the other transactions contemplated hereby and thereby. To the Company’s knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement and the other Transaction Agreements, the Merger or any of the other transactions contemplated hereby or thereby.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of a majority of the outstanding shares of Company Shareholder Common Stock entitled to vote at the Company Stockholders Meeting (the “Company Stockholder Approval”). The Company BoardBoard has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholdersstockholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders stockholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has Each of Trident, Parent, Trident Merger Sub and Xxx Xxxxxx Sub have all requisite corporate power and authority to execute and deliver this Agreement, to perform its their obligations hereunder and to consummate the Merger Mergers and the Transactionstransactions contemplated by this Agreement, subject, in the case of the Merger, subject to the receipt of the Company Shareholder Trident Stockholder Approval. The Company Board, by a unanimous vote Trident Board at a meeting duly called on or prior to and held in compliance with the date of this Agreement at which a quorum of directors requirements of the Company was presentDGCL and the Trident Certificate of Incorporation and the bylaws of Trident, has adopted resolutions resolutions, by unanimous vote of all directors (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactions, consummation of the Mergers upon the terms and subject to the conditions contained herein; (ii) determining that entering into this Agreement, the Merger Agreement and the Transactions transactions contemplated hereby, including the Mergers and the issuance of the Stock Consideration, are advisable, fair to, to and in the best interests of, the Company of Trident and its shareholders, stockholders; (iii) declaring recommending that Trident’s stockholders vote in favor of the adoption of this Agreement, Agreement and directing that such adoption be submitted to Trident’s stockholders at the Merger and the Transactions advisable Trident Stockholders’ Meeting; and (iv) recommending that approving the Company’s shareholders adopt filing of the Form S-4. As of the date of this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Trident Stockholder Approval”), no other corporate proceedings on the part of the Company Trident are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger Mergers and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to DGCL and the OGCLIsraeli Companies Law). The Company has Each of Trident, Parent, Trident Merger Sub and Xxx Xxxxxx Sub have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubSun, this Agreement constitutes its their legal, valid and binding obligation, enforceable against it them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations hereunder under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Xxxxxx and Merger Sub with each of its obligations herein and the Transactionsconsummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate or limited liability company action on the part of Parent and Merger Sub, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant of the State of Delaware, and no other corporate or limited liability company proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Xxxxxx and Merger Sub of the Transactions to which it is a party. The sole member of Parent has, upon the terms and subject to the OGCL). The Company conditions set forth herein, approved and adopted this Agreement and the Transactions, including the Merger, and Parent, as the sole stockholder of Merger Sub, has duly executed and delivered to Merger Sub and the Company a written consent, to be effective by its terms immediately following execution of this Agreement, approving and adopting this Agreement, and such approval and consent have not been subsequently rescinded, withdrawn or modified in a manner adverse to the Company. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each the Company of Parent and Merger Subthis Agreement, this Agreement constitutes its Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against it each of Parent and Merger Sub in accordance with its terms, subject to except as limited by Laws affecting the Bankruptcy and Equity Exceptionenforcement of creditors’ rights generally or by general equitable principles (whether considered in a proceeding at law or in equity).

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and the TransactionsMerger, subjectsubject only, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Company BoardBoard has unanimously adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering it is in the best interests of the Company and its stockholders, and declaring it advisable, for the Company to enter into this Agreement, (b) approving the Merger Company’s execution, delivery and performance of this Agreement and the Transactions are fair to, and in consummation of the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable transactions contemplated thereby and (ivc) recommending resolving to recommend that the Company’s shareholders adopt stockholders approve the adoption of this Agreement, the Merger Agreement and the Transactions consummation of the transactions contemplated hereby (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders stockholders for approval at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for the adoption of this Agreement by (i) the affirmative vote of the holders of two-thirds a majority of the voting power of the then-outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Stockholders Meeting (the “Company Shareholder Stockholder Approval”)) and (ii) the filing of the Certificate of Merger as required by the DGCL, no other vote or corporate proceedings on the part of the Company or its stockholders are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”).

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement. The Board of Directors of Parent (the "Parent Board") has adopted resolutions, subject, in the case by unanimous vote of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Parent was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Parent and its shareholdersstockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement, (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and Parent, as its sole stockholder, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders Parent, as sole stockholder of Merger Sub, adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to Parent, as sole stockholder of Merger Sub, for adoption. As of the Company’s shareholders at a duly held meeting date of such shareholders for such purpose (the “Company Shareholders Meeting”)this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except aswithdrawn. Parent, and only to the extentas sole stockholder of Merger Sub, expressly permitted by Section 5.02(c))has adopted this Agreement. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no No other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with as required by the Secretary of State pursuant to the OGCLDGCL). The Company Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors' rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger Transactions, subject, in the case of 12 the Merger, to receipt of the Company Shareholder Approval. The execution and delivery by the Company of this Agreement, the performance by it of its obligations hereunder and the Transactionsconsummation by the Company of the Transactions have been or will be duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement Agreement, and, assuming this Agreement constitutes a valid and binding obligation of the due authorization, execution Parent Entities and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The Company Board, having received the unanimous recommendation of the Transaction Committee, at a meeting duly called and held, duly adopted resolutions (i) adopting this Agreement, the Plan of Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of the Company and its shareholders (other than Parent and its affiliates), (iii) recommending that the Company’s shareholders approve the Plan of Merger (the “Company Recommendation”) and (iv) declaring that this Agreement and the Plan of Merger are advisable, which resolutions have not been subsequently rescinded, modified or withdrawn in any way except as permitted by Section 5.02. The Company is not subject to the Bankruptcy restrictions set forth in Article 9 or Article 9A of the NCBCA, and Equity Exceptionno other “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or regulation enacted under state or Federal Laws in the United States applicable to the Company is applicable to this Agreement, the Merger and the other Transactions. To the Knowledge of the Company, no other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Merger or any other Transaction. (c) The only votes of holders of any class or series of Company Capital Stock necessary to approve this Agreement and the Plan of Merger are the approval of the Plan of Merger by the holders of a majority of the outstanding shares of Company Capital Stock entitled to vote thereon (the “Company Shareholder Approval”) and by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon and present (in person or by proxy) and voting at the Company Shareholders Meeting that are not owned, directly or indirectly, by Parent, any Parent Subsidiary or any Company Subsidiary (the “Unaffiliated Shareholder Approval” and, together with the Company Shareholder Approval, the “Required Company Shareholder Approvals”). The Required Company Shareholder Approvals are the only approvals required by the holders of Company Capital Stock, or any of them, to consummate the Merger. SECTION 3.05.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Boardexecution, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger delivery and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption performance of this Agreement by Parent and Merger Sub and the affirmative vote consummation of the holders of two-thirds of the outstanding Company Common Shares Transactions have been duly authorized by all necessary corporate action, and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings (including, for the avoidance of doubt, any shareholder approval) on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate Articles of Merger with as required by the Secretary of State pursuant to the OGCLMBCA). The Company Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Transactions; (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and Parent as its sole shareholder; (iii) declaring this Agreement advisable; and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted and approved this Agreement and the Transactions. Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent, Merger Sub Three and Merger Sub Four has all requisite corporate or company power and authority to execute and deliver this AgreementAgreement and, subject to (i) receipt of the Parent Stockholder Approval with respect to the East Merger and (ii) approval of this Agreement by Merger Sub Three in its capacity as the sole member of Merger Sub Four with respect to the East/Toucan Merger, to perform its obligations hereunder and to consummate the Merger and the Transactions, subject, in the case of the Merger, Transactions to the receipt of the Company Shareholder Approvalwhich it is a party. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, Parent Board has unanimously adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into the terms of this Agreement, the Merger Agreement and the Transactions to which Parent is a party are fair to, advisable and in the best interests of, the Company of Parent and its shareholdersstockholders, (iiiii) declaring approving the East Merger and this Agreement, the Merger Agreement and the Transactions advisable to which Parent is a party and (iviii) recommending that the Company’s shareholders stockholders of Parent approve the East Merger and adopt this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Parent Recommendation”) and directing that this Agreement and the East Merger be submitted to the CompanyParent’s shareholders stockholders for approval at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Parent Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for (i) the adoption approval of the East Merger and this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding Company shares of Parent Common Shares and Company Voting Preferred SharesStock, voting as a single classrepresented in person or by proxy, in each case entitled to vote at the Company Shareholders Parent Stockholders Meeting (the approval of the East Merger and adoption of this Agreement, the “Company Shareholder Parent Stockholder Approval”)) and (ii) the approval of this Agreement by Merger Sub Three in its capacity as the sole member of Merger Sub Four with respect to the East/Toucan Merger, no other corporate proceedings on the part of the Company Parent, Merger Sub Three or Merger Sub Four are necessary to authorize, adopt adopt, or approve approve, as applicable, this Agreement or to consummate the Transactions to which Parent, Merger Sub Three and the Transactions Merger Sub Four are a party (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company Each of Parent, Merger Sub Three and Merger Sub Four has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and the Company, Merger SubSub One or Merger Sub Two, this Agreement constitutes its legal, valid and binding obligation, enforceable against it each of Parent, Merger Sub Three and Merger Sub Four in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Merger and the Transactionstransactions contemplated by this Agreement, subjectsubject only, in the case of the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Company Boardexecution, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger delivery and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption performance of this Agreement by the affirmative vote Company and the consummation by the Company of the holders of two-thirds transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve authorize this Agreement or to consummate the Merger and transactions contemplated hereby, subject only, in the Transactions (except for the filing case of the Certificate of Merger with the Secretary of State pursuant Merger, to the OGCL)receipt of the Stockholder Approval. The Company This Agreement has been duly executed and delivered this Agreement by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe other parties hereto, this Agreement constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against it the Company in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies. The Board of Directors, at a meeting duly called and held at which all directors of the Company were present (and based upon the recommendation of a special committee of the Board of Directors (the “Special Committee”) made pursuant to a meeting of the Special Committee duly called and held at which all directors of the Special Committee were present), duly adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) declaring that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement and consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the terms of the Merger are fair to the Company and the stockholders of the Company, (iv) approving the submission of this Agreement for adoption by the Merger Consent and (v) recommending that the stockholders of the Company adopt this Agreement, which resolutions, except to the extent permitted by Section 6.03, have not been subsequently rescinded, modified or withdrawn in any way.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, and assuming the accuracy of the representations and warranties set forth in Section 4.12, to perform its obligations hereunder and to consummate the Merger Merger, the Offer and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approvalother transactions contemplated by this Agreement. The Company BoardBoard has, by a resolutions duly adopted by the unanimous vote at a meeting duly called on or prior to of the date of directors, (a) declared that this Agreement at which a quorum of directors of and the Company was presenttransactions contemplated hereby, adopted resolutions (i) approving this Agreement, including the Merger and the TransactionsOffer, are advisable, (iib) determining determined that entering into this AgreementAgreement and the transactions contemplated hereby, including the Merger and the Transactions Offer, are fair to, to and in the best interests of, the Company and its shareholdersstockholders of the Company, (iiic) declaring approved this AgreementAgreement and the transactions contemplated hereby, including the Merger and the Transactions advisable Offer, upon the terms and subject to the conditions contained herein, (d) assuming the accuracy of the representations and warranties set forth in Section 4.12, taken all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in the Company Charter will not apply with respect to or as a result of the Merger, the Offer, this Agreement and the transactions contemplated hereby, and (ivc) recommending resolved, upon and subject to the terms and conditions herein, to recommend that its stockholders accept the Company’s shareholders adopt this Agreement, Offer and tender their shares of Company Common Stock pursuant to the Merger and the Transactions Offer (such recommendation, the “Company Board Recommendation”) and directing (provided that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement any Adverse Recommendation Change by the affirmative vote Company Board in accordance with Section 6.03(d) shall not be a breach of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, representation in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCLsentence). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent Xxxxxx and Merger SubSub and the accuracy of the representations and warranties set forth in Section 4.12, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement. The Board of Directors of Parent (the “Parent Board”) has adopted resolutions, subject, in the case by unanimous vote of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Parent was present, approving the execution, delivery and performance of this Agreement. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Merger Sub and its shareholderssole stockholder, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders sole stockholder of Merger Sub adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting sole stockholder of such shareholders Merger Sub for such purpose (adoption. As of the “Company Shareholders Meeting”)date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. The sole stockholder of Merger Sub has adopted this Agreement. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as would not have a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”)Parent Material Adverse Effect, no other corporate proceedings on the part of Parent, Merger Sub or the Company sole stockholder of Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with as required by the Secretary of State pursuant to the OGCLDGCL). The Company Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreementexecution, to perform its obligations hereunder and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair todelivery, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that performance by Seller of this Agreement and the Merger be submitted to consummation by Seller of the CompanyTransactions are within Seller’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect organizational powers and have not been amended duly and validly authorized by all necessary corporate or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings organizational action on the part of Seller, and no other action or proceeding on the Company are part of Seller or any Seller Group Member is necessary to authorize, adopt or approve authorize this Agreement or the Transaction Agreements, in each case, to consummate the Merger which any of them is a party and the Transactions (except for the filing consummation of the Certificate of Merger with the Secretary of State pursuant to the OGCL)transactions contemplated thereby. The Company Seller has duly and validly executed and delivered this Agreement andAgreement, and this Agreement, assuming the due authorization, execution and delivery of such Agreement by each of Parent and Merger SubPurchaser, this Agreement constitutes its a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or at Law) (the “Bankruptcy Exceptions”). The execution, delivery and performance by Seller or any applicable Seller Group Member of each other Transaction Agreement to which it is or will be party and the consummation by Seller of the Transactions have been, or will be at the applicable Closing, duly authorized by all necessary corporate or other organizational action. Seller or the applicable Seller Group Member has, or will have at the applicable Closing, duly and validly executed and delivered each other Transaction Agreement to which it or such Seller Group Member is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of each such Transaction Agreement by Purchaser or its Affiliates, constitutes or will constitute a legal, valid, and binding obligation, enforceable against it Seller or such Seller Group Member in accordance with its terms, subject to the Bankruptcy and Equity ExceptionExceptions.

Authority; Execution and Delivery; Enforceability. (a) The Company has Sxx and Mxxxxx Sub have all requisite corporate power and authority to execute and deliver this Agreement, to perform its their obligations hereunder and to consummate the Merger and the Transactionstransactions contemplated by this Agreement, subject, in the case of the Merger, subject to the receipt of the Company Shareholder Sun Shareholders Approval. The Company BoardSun Board (or, by a unanimous vote if appropriate, any committee thereof), at a meeting duly called on or prior to and held in compliance with the date requirements of this Agreement at which a quorum Israeli Companies Law and the Current Sun Articles, has adopted resolutions, by unanimous vote of all directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, Agreement and the consummation of the Merger upon the terms and subject to the Transactions, conditions contained herein; (ii) recommending that Sun Amended Articles of Association be approved by Sun’s shareholders as the articles of association of Sun; (iii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Sun and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and ; (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that declaring this Agreement and the Merger transactions contemplated by this Agreement advisable; (v) recommending that Sxx’s shareholders vote in favor of the matters detailed in the definition of Sun Shareholder Approval and directing that such matters be submitted to the CompanySun’s shareholders for approval at a duly held meeting the Sun Shareholders’ Meeting; and (vi) approving the filing of such shareholders for such purpose (the “Company Shareholders Meeting”)Form F-4. As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Sun Shareholder Approval”), no other corporate proceedings on the part of the Company Sun are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has Sxx and Mxxxxx Sub have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubIronman, this Agreement constitutes its legal, valid and binding obligation, enforceable against it each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. (a) The Company has Xxx and Xxxxxx Sub have all requisite corporate power and authority to execute and deliver this Agreement, to perform its their obligations hereunder and to consummate the Merger and the Transactionstransactions contemplated by this Agreement, subject, in the case of the Merger, subject to the receipt of the Company Shareholder Sun Shareholders Approval. The Company BoardSun Board (or, by a unanimous vote if appropriate, any committee thereof), at a meeting duly called on or prior to and held in compliance with the date requirements of this Agreement at which a quorum Israeli Companies Law and the Current Sun Articles, has adopted resolutions, by unanimous vote of all directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, Agreement and the consummation of the Merger upon the terms and subject to the Transactions, conditions contained herein; (ii) recommending that Sun Amended Articles of Association be approved by Sun’s shareholders as the articles of association of Sun; (iii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Sun and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and ; (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that declaring this Agreement and the Merger transactions contemplated by this Agreement advisable; (v) recommending that Xxx’s shareholders vote in favor of the matters detailed in the definition of Sun Shareholder Approval and directing that such matters be submitted to the CompanySun’s shareholders for approval at a duly held meeting the Sun Shareholders’ Meeting; and (vi) approving the filing of such shareholders for such purpose (the “Company Shareholders Meeting”)Form F-4. As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Sun Shareholder Approval”), no other corporate proceedings on the part of the Company Sun are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLDGCL). The Company has Xxx and Xxxxxx Sub have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger SubIronman, this Agreement constitutes its legal, valid and binding obligation, enforceable against it each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of R&M, Merger Sub and Merger Sub II has all requisite corporate power and authority authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the TransactionsSecond Merger (if required pursuant to Section 1.05) and the other transactions contemplated by this Agreement, subject, in the case of the Merger and the other transactions contemplated hereby, including the issuance of the R&M Common Shares constituting the Stock Consideration (the “Share Issuance”), to the receipt of the R&M Shareholder Approval and, in the case of the Merger, to the receipt approval of the Company Shareholder ApprovalMerger and adoption of this Agreement by R&M, as the sole stockholder of Merger Sub and, in the case of the Second Merger, to the approval of the Second Merger and adoption of this Agreement by R&M, as the sole stockholder of Merger Sub II. The Company BoardR&M Board has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company R&M was present, adopted resolutions : (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of R&M and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable advisable, and (iv) recommending that the CompanyR&M’s shareholders adopt this Agreement, vote in favor of the Merger and the Transactions (such recommendationother transactions contemplated hereby, including the “Company Board Recommendation”) Share Issuance, and directing that this Agreement the Merger and the Merger other transactions contemplated hereby, including the Share Issuance, be submitted to the CompanyR&M’s shareholders for approval at a duly held meeting of such shareholders for such purpose (the “Company R&M Shareholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn as of the date of this Agreement. The Board of Directors of Merger Sub has adopted resolutions, by unanimous written consent: (except asi) approving this Agreement, (ii) declaring advisable the Merger on substantially the terms and conditions set forth in this Agreement and determining that the Merger is in the best interests of Merger Sub and R&M, as its sole stockholder, and only (iii) recommending that R&M, as sole stockholder of Merger Sub, approve the Merger and adopt this Agreement, and directing that the Merger be submitted to R&M, as sole stockholder of Merger Sub, for approval. The Board of Directors of Merger Sub II has adopted resolutions, by unanimous written consent: (i) approving this Agreement, (ii) declaring advisable the extentSecond Merger on substantially the terms and conditions set forth in this Agreement and determining that the Second Merger is in the best interests of Merger Sub II and R&M, expressly permitted by Section 5.02(c))as its sole stockholder, and (iii) recommending that R&M, as sole stockholder of Merger Sub II, approve the Second Merger and adopt this Agreement, and directing that the Second Merger be submitted to R&M, as sole stockholder of Merger Sub II, for approval. Except for Such resolutions of the adoption Boards of Directors of Merger Sub and Merger Sub II have not been amended or withdrawn as of the date of this Agreement. R&M, as sole stockholder of Merger Sub and Merger Sub II, will, immediately following the execution and delivery of this Agreement by the affirmative vote each of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Sharesparties hereto, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Second Merger, respectively, and adopt this Agreement. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.Except: 21

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder covenants and to consummate the Merger and the Transactionsagreements under this Agreement and, subject, in the case of the Merger, subject to the receipt of the Company Shareholder Stockholder Approval, to consummate the Merger. The Company BoardBoard has unanimously adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors the Company Board was present,(a) determining that it is in the best interests of the Company was present, adopted resolutions (i) approving and the Company Stockholders for the Company to enter into this Agreement, (b) approving and declaring advisable this Agreement and the execution, delivery and performance by the Company of this Agreement and the consummation of the Merger and the Transactions, (ii) determining that entering into other transactions contemplated by this Agreement, the Merger and the Transactions are fair to, and in the best interests of, (c) directing that this Agreement be submitted to the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable Stockholders for their adoption and (ivd) recommending that resolving to recommend adoption of this Agreement by the Company’s shareholders adopt this Agreement, Company Stockholders at any meeting of the Merger Company Stockholders held for such purpose and the Transactions any adjournment or postponement thereof (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders Company Stockholders for adoption at a duly held meeting of such shareholders the Company Stockholders for such purpose (the “Company Shareholders Stockholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to as of the extent, expressly permitted by Section 5.02(c))date of this Agreement. Except for (i) the adoption of this Agreement by the affirmative vote of the holders of two-thirds a majority of the voting power of all of the outstanding shares of Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case Stock entitled to vote at the Company Shareholders Stockholders Meeting (the “Company Shareholder Stockholder Approval”)) and (ii) the filing of the Proxy Statement in preliminary and definitive forms, any other Filing with the SEC in respect of the Merger required under applicable Law, including the Exchange Act or the Securities Act and the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)Merger. The Company has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its the Company’s legal, valid and binding obligation, enforceable against it the Company in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity ExceptionExceptions”).

Authority; Execution and Delivery; Enforceability. (a) The Company Seller Parent has all requisite necessary corporate or similar power and authority to execute and deliver this Agreement, and each of Seller Parent, the Sellers and the Business Companies has (or, in the case of any Business Company not yet formed, following its formation will have) all necessary corporate or similar power and authority to execute and deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Merger Transactions to be consummated by it. Without limiting the generality of the foregoing, Seller Parent has all necessary corporate or similar power and authority to cause each Business Company to perform the respective obligations under this Agreement and the Transactionsother Transaction Documents required to be performed by such Business Company at or prior to the Closing and to consummate the Transactions to be consummated by it at or prior to the Closing. The execution, subjectdelivery and performance by Seller Parent of this Agreement, and the execution, delivery and performance by each of Seller Parent, the Sellers and the Business Companies of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions to be consummated by it, have been (or, in the case of the Mergerany Business Company not yet formed, following its formation will be) duly authorized by all necessary corporate or similar action by Seller Parent, such Seller or such Business Company, as applicable. This Agreement has been, and each other Transaction Document to the receipt of the which Seller Parent, any Seller or any Business Company Shareholder Approval. The Company Boardis, by or is specified to be, a unanimous vote party will, at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was presentClosing, adopted resolutions (i) approving this Agreementbe, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement andby Seller Parent, assuming such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by each of Parent and Merger Subthe other parties thereto, this Agreement constitutes its constitutes, and each other Transaction Document to which Seller Parent, any Seller or any Business Company is, or is specified to be, a party will constitute, a legal, valid and binding obligationobligation of Seller Parent, such Seller or such Business Company, as applicable, enforceable against it Seller Parent, such Seller or such Business Company, as applicable, in accordance with its terms, subject except as enforcement thereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law), as from time to time in effect, or (ii) the Bankruptcy and Equity Exceptionexercise by courts of equity powers (collectively, the “Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and the Transactionstransactions contemplated hereby, subject, in the case of including the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date sole member of this Agreement at which a quorum of directors of the Company was present, Parent has adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering into this Agreement, the Merger and the Transactions are fair to, and it is in the best interests of, the Company of Parent and its shareholdersmember, (iii) and declaring it advisable, for Parent to enter into this Agreement, the Merger and the Transactions advisable Agreement and (ivb) recommending that the Companyadopting this Agreement and approving Parent’s shareholders adopt this Agreementexecution, the Merger delivery and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that performance of this Agreement and the Merger be submitted to consummation of the Company’s shareholders at a duly held meeting of such shareholders for such purpose (transactions contemplated by this Agreement, including the “Company Shareholders Meeting”), and such Merger. Such resolutions remain in full force and effect and have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions (except asi) determining that it is in the best interests of Merger Sub and its shareholder, and only declaring it advisable, for Merger Sub to the extententer into this Agreement, expressly permitted by Section 5.02(c)). Except for the adoption (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement by and the affirmative vote consummation of the holders transactions contemplated by this Agreement, including the Merger, and (iii) resolving to recommend that Parent, in its capacity as the sole shareholder of two-thirds Merger Sub, adopt this Agreement. Parent has approved this Agreement by written consent in its capacity as the sole shareholder of Merger Sub. Such resolutions and written consent have not been amended or withdrawn as of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to date of this Agreement. No other vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other or corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger. Parent and Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has Sub have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the Bankruptcy and Equity ExceptionExceptions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of the holders of a majority of the voting power of all shares of Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company BoardBoard has, by a resolutions duly adopted by the unanimous vote at a meeting duly called on or prior to of the date of directors, (a) determined that this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactionstransactions contemplated hereby, including the Merger, are advisable, (iib) determining determined that entering into this Agreement, the Merger Agreement and the Transactions transactions contemplated hereby, including the Merger, are fair to, to and in the best interests of, of the Company and its shareholders, (iiic) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that approved this Agreement and the Merger transactions contemplated hereby, including the Merger, (d) assuming the accuracy of the representations and warranties set forth in Section 3.10, taken all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby, (e) directed that the adoption of this Agreement be submitted to a vote of the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and (f) resolved to recommend that its shareholders adopt this Agreement in accordance with the applicable provisions of the DGCL (provided that any change or modification or rescission of such resolutions remain by the Company Board in full force and effect and have accordance with Section 5.04(d) shall not been amended or withdrawn (except as, and only to be a breach of the extent, expressly permitted by Section 5.02(c)representation in this sentence). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings or approvals on the part of the Company are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL)other transactions contemplated by this Agreement. The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and each of the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Merger and the Transactionsother Transactions contemplated by such Transaction Agreements, subject, in the case of with respect to the Merger, to the receipt of the Company Shareholder Stockholder Approval. The Company BoardBoard has adopted resolutions, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactionsother Transaction Agreements to which it is a party and the Transactions contemplated hereby and thereby, including the Merger, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Transaction Agreements to which it is a party is in the best interests of, of the Company and its shareholdersstockholders, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders stockholders adopt this Agreement, the Merger and the Transactions Agreement (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders stockholders for adoption at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote stockholders of the holders of two-thirds of Company in accordance with the outstanding Company Common Shares Company’s Charter and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting DGCL (the “Company Shareholder Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate Agreement, the Merger and or the other Transactions (except for the filing of the Certificate of Merger in accordance with the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and each of the other Transaction Agreements to which it is a party and, assuming the due authorization, execution and delivery by each of Parent Parent, Merger Sub and Merger Subany other party thereto, this Agreement constitutes and each of the other Transaction Agreements to which it is a party constitute its legal, valid and binding obligationobligations, enforceable against it in accordance with its termstheir respective terms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Buyer and LDC has all requisite corporate power or company power, as applicable, and authority to execute execute, deliver and deliver perform this AgreementAgreement (including the Sovereign Immunity Waivers and the Consents and Waivers) and the Related Documents to which it is, or is specified to perform its obligations hereunder be, a party and, subject to obtaining the consents and approvals and making the filings referred to in Section 5.3(b), to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder ApprovalTransaction. The Company Boardexecution, delivery and performance by a unanimous vote at a meeting duly called on or prior to the date each of this Agreement at which a quorum Buyer and LDC of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted Related Documents to which it is a party and the consummation of the Transaction have been or, prior to the Company’s shareholders at a Closing, will be duly held meeting of such shareholders for such purpose authorized by all necessary corporate (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings similar) action on the part of the Company are necessary to authorizeBuyer, adopt or approve this Agreement or to consummate the Merger LDC and the Transactions (except for Tribe, and no further action by Buyer, LDC or the filing Tribe are required. Each of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company Buyer and LDC has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Related Document to which it is, or is specified to be, a party, and, assuming the due authorization, execution and delivery by each of Parent all Parties or parties hereto or thereto other than Buyer and Merger SubLDC, this Agreement constitutes constitutes, and each Related Document to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights generally and general equitable principles. LDC has all company power and authority and has obtained any and all consents and approvals necessary to execute, and perform its obligations under, any guarantee entered into in connection with this Agreement, including any guarantee under the Bankruptcy Company Lease and Equity Exceptionin connection with LDC’s role as a guarantor of Buyer’s Third-Party Obligations under Section 12.18. For the avoidance of doubt, no resolutions of the Tribe are necessary to authorize LDC to guarantee the obligations of any other Person as required in connection with this Agreement, including any guarantee under the Company Lease or in connection with LDC’s role as a guarantor of Buyer’s Third-Party Obligations under Section 12.18.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Board of Directors of the Company (the “Company Board”) has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving determining that the terms of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions other transactions contemplated hereby are fair to, and in the best interests of, of the Company and its shareholders, (ii) approving and declaring advisable the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger, and (iii) declaring this Agreement, submitting to the Merger Company’s shareholders for adoption and the Transactions advisable approval and (iv) recommending that the Company’s shareholders adopt this Agreement, vote in favor of the Merger adoption and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that approval of this Agreement and the Merger be submitted to transactions contemplated hereby, including the Company’s shareholders Merger, at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). As of the date of this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger in accordance with the Secretary relevant provisions of State pursuant to the OGCLCBCA). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent Xxxxxx and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and subject to receiving the Requisite Stockholder Approval, to consummate the Merger and the Transactionsother transactions contemplated by this Agreement. The Company Board has, subjectby resolutions duly adopted by the requisite vote of the directors, in (a) determined that this Agreement and the case of transactions contemplated hereby, including the Merger, to the receipt of the Company Shareholder Approval. The Company Boardare advisable, by a unanimous vote at a meeting duly called on or prior to the date of (b) determined that this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactionstransactions contemplated hereby, (ii) determining that entering into this Agreementincluding the Merger, the Merger and the Transactions are fair to, to and in the best interests of, of the Company and its shareholdersstockholders, (iiic) declaring approved this Agreement and the transactions contemplated hereby, including the Merger and the Voting Agreement, (d) assuming the accuracy of the representations and warranties set forth in Section 4.8, taken all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement, the Merger Voting Agreement, and the Transactions advisable transactions contemplated hereby, (e) directed that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at a meeting of the stockholders of the Company; and (ivf) recommending recommended that the Company’s shareholders adopt stockholders of the Company vote in favor of the adoption of this Agreement, Agreement in accordance with the Merger and the Transactions DGCL (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”)provided that, and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption avoidance of this Agreement doubt, any Adverse Recommendation Change by the affirmative vote Company Board in accordance with Section 6.3(d) shall not be a breach of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, representation or warranty in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCLsentence). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery hereof by each Xxxxxx and the joinder of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of the holders of a majority of the voting power of all shares of Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company BoardBoard or a duly appointed committee has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, of the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders for adoption at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”)) and (iv) to the extent necessary, having the effect of causing the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement not to be subject to (x) the Rights Agreement and (y) any state takeover Law or similar Law that might otherwise apply to such execution, delivery, performance or consummation. As of the date of this Agreement, such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate Articles of Merger with as required by the Secretary of State pursuant to the OGCLMBCA). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement. The Board of Directors of Parent (the “Parent Board”) has adopted resolutions, subject, in the case by unanimous vote of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company Parent was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Parent and its shareholdersstockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Board of Directors of Merger Sub has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement, (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and Parent, as its sole stockholder, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders Parent, as sole stockholder of Merger Sub, adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to Parent, as sole stockholder of Merger Sub, for adoption. As of the Company’s shareholders at a duly held meeting date of such shareholders for such purpose (the “Company Shareholders Meeting”)this Agreement, and such resolutions remain in full force and effect and have not been amended or withdrawn (except aswithdrawn. Parent, and only to the extentas sole stockholder of Merger Sub, expressly permitted by Section 5.02(c))has adopted this Agreement. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no No other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with as required by the Secretary of State pursuant to the OGCLDGCL). The Company Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Seller has all requisite corporate necessary power and authority to execute and deliver this AgreementAgreement and, subject to perform obtaining the approval of its obligations hereunder and stockholders (the “Seller Stockholder Approval”) holding at least a majority of the outstanding shares of common stock of Seller at a duly called meeting of stockholders currently anticipated to be held on October 15, 2015 (the “Seller Stockholder Meeting”), to consummate the Merger Transaction and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approvalother transactions contemplated hereby. The Company Boardexecution, delivery and performance by a unanimous vote at a meeting duly called on or prior to the date Seller of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to consummation by Seller of the Company’s shareholders at a Transaction and the other transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement authorized by the affirmative vote board of directors of Seller and, except for obtaining the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Seller Stockholder Approval”), no other corporate proceedings or other action on the part of the Company are Seller is necessary to authorize, adopt or approve this Agreement or to consummate authorize the Merger and the Transactions (except for the filing consummation by it of the Certificate of Merger with the Secretary of State pursuant to the OGCL)transactions contemplated hereby. The Company Seller has duly executed and delivered this Agreement Agreement, and, assuming subject to obtaining the Seller Stockholder Approval and the due authorization, execution and delivery by each of Parent and Merger SubBuyer, this Agreement constitutes its legal, a valid and binding obligationobligation of the Seller, enforceable against it in accordance with its terms, subject to the Bankruptcy effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and Equity Exceptionsubject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law). As of the date of this Agreement, each Person set forth in Exhibit A-1 has executed the Support Agreement providing that such Person shall approve and vote any Securities of Seller held by such Person in favor of the Transaction. Exhibit A-1 sets forth a true and correct list of (i) each director and officer of Seller and (ii) each Affiliate of each director and officer of Seller who directly or indirectly owns or controls the right to vote any of the Securities of Seller.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Pending Offer and the Merger and the Transactionsother transactions contemplated by this Agreement. The Board of Directors of Parent (the “Parent Board”) has unanimously adopted resolutions (i) determining that the terms of the Pending Offer, subject, the Merger and the other transactions contemplated by this Agreement are advisable and in the case best interests of Parent and its shareholders, (ii) approving this Agreement, the MergerPending Offer, the Merger and the other transactions contemplated by this Agreement and (iii) recommending that Parent’s shareholders approve the transactions contemplated hereby pursuant to the receipt of the Company Shareholder Approvalapplicable Law. The Company Board, shareholders of Parent have approved the transactions contemplated by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum pursuant to applicable Law. The Board of directors Directors of the Company was present, Merger Sub has adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger and the Transactions, (ii) determining that entering into the terms of this Agreement, the Merger and the Transactions Agreement are fair to, and in the best interests ofof Merger Sub and Parent, the Company and as its shareholderssole shareholder, (iii) declaring this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders Parent, as sole shareholder of Merger Sub, adopt and approve this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to Parent, as sole shareholder of Merger Sub, for adoption and approval. Parent, as the Company’s shareholders at a duly held meeting sole shareholder of such shareholders for such purpose (the “Company Shareholders Meeting”)Merger Sub, has approved and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of adopted this Agreement by and the affirmative vote of transactions contemplated hereby, including the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no Merger. No other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Pending Offer, the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with appropriate merger documents as required by the Secretary of State pursuant to the OGCLNJBCA). The Company Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder under this Agreement and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of the holders of a majority of all shares of Company Shareholder Capital Stock, on an as converted to Company Common Stock basis, entitled to vote at the Company Stockholders Meeting (the “Company Stockholder Approval”). The Company BoardBoard has adopted resolutions, by a unanimous vote of the board of directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of the board of directors of the Company was present, adopted resolutions (i) approving determining that the terms of this Agreement, the Merger Merger, the Voting Agreement and the Transactions, (ii) determining that entering into other transactions contemplated by this Agreement, the Merger Agreement and the Transactions Voting Agreement are fair to, to and in the best interests of, of the Company and its shareholdersstockholders, (iiiii) approving and declaring advisable the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement, the Merger and the Transactions advisable and (iviii) recommending that the Company’s shareholders adopt this Agreement, stockholders vote in favor of the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that adoption of this Agreement and the Merger be submitted to approval of the Company’s shareholders transactions contemplated by this Agreement, including the Merger, at a duly held meeting of such shareholders stockholders for such purpose (the “Company Shareholders Stockholders Meeting”), and such . Such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Stockholder Approval”), no other corporate or other organizational proceedings on the part of the Company or any Company Subsidiary are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger in accordance with the Secretary relevant provisions of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate organizational power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approvalother transactions contemplated by this Agreement. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date general partner of this Agreement at which a quorum of directors of the Company was present, Parent has adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and Agreement is in the best interests of, the Company of Parent and its shareholdersequityholders. Such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement; (ii) determining that the terms of this Agreement are in the best interests of Merger Sub and the sole shareholder of Merger Sub; (iii) declaring this Agreement, the Merger and the Transactions advisable Agreement advisable; and (iv) recommending that the Company’s shareholders sole shareholder of Merger Sub adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting sole shareholder of such shareholders Merger Sub for such purpose (the “Company Shareholders Meeting”), and such adoption. Such resolutions remain in full force and effect and have not been amended or withdrawn withdrawn. The sole shareholder of Merger Sub has adopted and approved this Agreement. No other proceedings (except asincluding, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption avoidance of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Sharesdoubt, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings any shareholder approval) on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate Articles of Merger with as required by the Secretary of State pursuant to the OGCLFBCA). The Company Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Subthe Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute this Agreement and deliver this Agreement, the other Operative Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder and, subject to the adoption of this Agreement and approval of the Transactions by affirmative vote or written consent of the holders of a majority of the outstanding shares of Company Common Stock in accordance with the Arkansas Code and the Company’s Articles of Incorporation and Bylaws (the “Shareholder Approval”), to consummate the Merger Transactions. This Agreement has been duly executed and delivered by the TransactionsCompany and, subjectassuming the due authorization, execution, and delivery by each of the other parties hereto, this Agreement is the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, and each of the other Operative Documents to which the Company is (or will be) a party, when executed by the Company, and assuming the due authorization, execution, and delivery by each of the other parties thereto, is (or will be) the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, in each case, except to the case extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or other Applicable Law affecting or relating to creditors’ rights generally and general principles of equity. The board of directors of the MergerCompany, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on and held, or prior to the date of this Agreement at which a quorum of directors of the Company was presentby written consent in lieu thereof, adopted resolutions has (i) approving determined that this Agreement, the Merger and the Transactions, (ii) determining that entering into this Agreement, the Merger Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its shareholdersthe Shareholders, (ii) approved and declared advisable the execution, delivery, and performance of this Agreement and the consummation of the Transactions, (iii) declaring resolved to recommend that the Shareholders adopt this AgreementAgreement and approve the Merger, and (iv) taken or resolved to take any other actions required by a board of directors of an Arkansas corporation in accordance with the Arkansas Code to approve the Transactions and the consummation thereof. The only affirmative votes or written consents of the holders of any classes or series of Company Common Stock necessary to adopt this Agreement and approve the Merger and the other Transactions advisable and (iv) recommending are the votes that constitute the Company’s shareholders adopt this Agreement, Shareholder Approval. All actions relating to obtaining the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that Shareholder Approval with respect to this Agreement have been and the Merger will be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain taken in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except for the filing of the Certificate of Merger compliance with the Secretary of State pursuant to the OGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity ExceptionApplicable Law.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and the Transactions, subject, in the case of the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum board of directors of the Company was present, Parent has adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering into this Agreement, the Merger and the Transactions are fair to, and it is in the best interests of, the Company of Parent and its shareholders, (iii) and declaring it advisable, for Parent to enter into this Agreement, the Merger and the Transactions advisable Agreement and (ivb) recommending that the Companyadopting this Agreement and approving Parent’s shareholders adopt this Agreementexecution, the Merger delivery and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that performance of this Agreement and the Merger be submitted to consummation of the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such transactions contemplated by this Agreement. Such resolutions remain in full force and effect and have not been amended or withdrawn (except asas of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions determining that it is in the best interests of Merger Sub and its shareholder, and only declaring it advisable, for Merger Sub to the extententer into this Agreement, expressly permitted by Section 5.02(c)). Except for the adoption (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement by and the affirmative vote consummation of the holders transactions contemplated by this Agreement and (iii) resolving to recommend that Parent, in its capacity as the sole shareholder of two-thirds Merger Sub, approve this Agreement. Such resolutions have not been amended or withdrawn as of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part date of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger and the Transactions (except Agreement. Except for the filing of the Certificate of Merger with the Secretary of State pursuant to and other documents as required by the OGCL), no other entity proceedings or other entity action on the part of Parent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger. The Company has Parent and Merger Sub have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the Bankruptcy and Equity ExceptionExceptions.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Escrow Agreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the Transactionsother transactions contemplated by this Agreement and the Escrow Agreement, subject, in the case of the Merger, to the receipt of the affirmative vote of the holders of a majority of the voting power of all shares of Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company BoardBoard or a duly appointed committee thereof has adopted resolutions, by a unanimous vote of the directors present at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving the execution, delivery and performance of this Agreement, the Merger Agreement and the TransactionsEscrow Agreement, (ii) determining that entering into each of this Agreement, the Merger Agreement and the Transactions are fair to, and Escrow Agreement is in the best interests of, of the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) Agreement and directing that this Agreement and the Merger be submitted to the Company’s shareholders for adoption at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”)) and (iv) to the extent necessary, having the effect of causing the execution, delivery or performance of this Agreement and the Escrow Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement not to be subject to any state takeover Law or similar Law that might otherwise apply to such execution, delivery, performance or consummation. As of the date of this Agreement, such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger and the Transactions other transactions contemplated by this Agreement (except for the filing of the Certificate of Merger with as required by the Secretary of State pursuant to the OGCLDGCL). The Company has duly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except, subject to the Bankruptcy in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Company Merger and the Transactionsother transactions contemplated by this Agreement, subject, in the case of the Company Merger, to the receipt of the affirmative vote of holders of a majority of the issued and outstanding Company Shareholder Shares (the “Company Stockholders Meeting”) entitled to vote thereon (the “Company Stockholder Approval”). The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions Board has (i) approving approved and adopted this Agreement, the Merger Agreement and the Transactionstransactions contemplated hereby, on the terms and subject to the conditions set forth herein, including the Company Merger, (ii) determining determined that entering into the terms of this Agreement, the Merger and the Transactions Agreement are fair to, and in the best interests of, of the Company and its shareholdersstockholders, (iii) declaring declared this Agreement, the Merger and the Transactions Agreement advisable and (iv) recommending that the Company’s shareholders adopt this Agreementsubject to Section 5.02, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that resolved to recommend adoption of this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose stockholders (the “Company Shareholders MeetingRecommendation”). As of the date of this Agreement, such approvals, determinations, declarations and such resolutions remain in full force and effect are valid and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c))withdrawn. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote Stockholder Approval at the Company Shareholders Meeting (the “Company Shareholder Approval”)Stockholders Meeting, or any adjournment or postponement thereof, no other corporate proceedings on the part of the Company are necessary to authorize, authorize or adopt or approve this Agreement or to consummate the Merger Mergers and the Transactions other transactions contemplated by this Agreement (except for the filing of the Company Certificate of Merger and the Parent Certificate of Merger with the Secretary of State pursuant to of the OGCLState of Delaware as provided in Section 251 of the DGCL). The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by each of Parent, Holdco, Parent Merger Sub and Company Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as enforcement may be limited by bankruptcy, subject to the Bankruptcy insolvency, reorganization or similar laws affecting creditors’ rights generally and Equity Exceptionby general principles of equity.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Xxxxxx Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement, to perform or comply with its obligations covenants and agreements hereunder and to consummate the transactions contemplated hereby. Each of Parent’s and Merger Sub’s execution and the Transactionsdelivery hereof, subject, in the case performance of and compliance with its covenants and agreements hereunder and consummation of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action, and subject to the receipt Parent’s due execution and delivery of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to Merger Sub Stockholder Consent (which shall become effective immediately following the date of this Agreement at which a quorum of directors of the Company was present, adopted resolutions (i) approving this Agreement, the Merger execution and the Transactions, (ii) determining that entering into this Agreement, the Merger and the Transactions are fair to, and in the best interests of, the Company and its shareholders, (iii) declaring this Agreement, the Merger and the Transactions advisable and (iv) recommending that the Company’s shareholders adopt this Agreement, the Merger and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that this Agreement and the Merger be submitted to the Company’s shareholders at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”), and such resolutions remain in full force and effect and have not been amended or withdrawn (except as, and only to the extent, expressly permitted by Section 5.02(c)). Except for the adoption delivery of this Agreement by the affirmative vote each of the holders of two-thirds of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”Parties), no other corporate proceedings on the part of Parent and Merger Sub (including, for the Company avoidance of doubt, any stockholder approval or vote) are necessary for it to authorize, adopt or approve this Agreement or to consummate the Merger and or the Transactions (other transactions contemplated hereby, except for the filing of the Certificate of Merger with as required by DGCL. No vote of Parent’s or Merger Sub’s stockholders is necessary to approve this Agreement or any of the Secretary transactions contemplated hereby, including the Merger (except for the Merger Sub Stockholder Consent, which shall be duly executed and delivered and become effective immediately following the execution and delivery of State pursuant to this Agreement by each of the OGCLParties). The Company Each of Parent and Xxxxxx Sub has duly executed and delivered this Agreement and, assuming the Company’s respective due authorization, execution and delivery by each of Parent and Merger Subhereof, this Agreement constitutes its Parent’s and Merger Sub’s respective legal, valid and binding obligation, enforceable against it them in accordance with its termsthe terms hereof, subject to except as limited by the Bankruptcy and Equity ExceptionEquitable Exceptions.

Authority; Execution and Delivery; Enforceability. (a) The Company Each of Parent and Xxxxxx Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations covenants and agreements hereunder and to consummate the Merger and the Transactionstransactions contemplated hereby, subject, in the case of including the Merger, to the receipt of the Company Shareholder Approval. The Company Board, by a unanimous vote at a meeting duly called on or prior to the date of this Agreement at which a quorum of directors of the Company was present, Parent Board has adopted resolutions (i) approving this Agreement, the Merger and the Transactions, (iia) determining that entering into this Agreement, the Merger and the Transactions are fair to, and it is in the best interests of, the Company of Parent and its shareholders, (iii) and declaring it advisable, for Parent to enter into this Agreement, the Merger and the Transactions advisable Agreement and (ivb) recommending that the Companyadopting this Agreement and approving Parent’s shareholders adopt this Agreementexecution, the Merger delivery and the Transactions (such recommendation, the “Company Board Recommendation”) and directing that performance of this Agreement and the Merger be submitted to consummation of the Company’s shareholders at a duly held meeting of such shareholders for such purpose (transactions contemplated by this Agreement, including the “Company Shareholders Meeting”), and such Merger. Such resolutions remain in full force and effect and have not been amended or withdrawn as of the date of this Agreement. The board of directors of Merger Sub has adopted resolutions (except asi) determining that it is in the best interests of Merger Sub and its shareholder, and only declaring it advisable, for Merger Sub to the extententer into this Agreement, expressly permitted by Section 5.02(c)). Except for the adoption (ii) adopting this Agreement and approving Merger Sub’s execution, delivery and performance of this Agreement by and the affirmative vote consummation of the holders transactions contemplated by this Agreement, including the Merger, and (iii) resolving to recommend that Parent, in its capacity as the sole shareholder of two-thirds Merger Sub, adopt this Agreement. Parent has approved this Agreement by written consent in its capacity as the sole shareholder of Merger Sub. Such resolutions and written consent have not been amended or withdrawn as of the outstanding Company Common Shares and Company Voting Preferred Shares, voting as a single class, in each case entitled to date of this Agreement. No vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), no other or corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize, adopt or approve approve, as applicable, this Agreement or to consummate the Merger Merger. Parent and the Transactions (except for the filing of the Certificate of Merger with the Secretary of State pursuant to the OGCL). The Company has Xxxxxx Sub have duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject in all respects to the Bankruptcy and Equity ExceptionExceptions.