Common use of Authority for Agreements Clause in Contracts

Authority for Agreements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption of this Agreement by the holders of at least a majority of the outstanding Common Shares entitled to vote in accordance with the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the Company Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (b) The Company Board has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approving this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for their adoption and (iv) recommending that the stockholders of the Company adopt this Agreement, which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn (the “Company Recommendation”).

Authority for Agreements. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption of this Agreement and the approval of the Offer, the Merger and the Transactions contemplated hereby by the holders of at least a majority of the outstanding shares of Common Shares Stock entitled to vote in accordance with the DGCL and the Company’s Constituent Documents (the “Company Stockholder Approval”), to consummate the transactions Transactions contemplated by this Agreementhereby. Except for the approvals described in the following sentence, the The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions Merger and the other Transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action on behalf of the Company. No and shareholder action, and no other corporate proceedings on the part of the Company are necessary for it to authorize this Agreement or to consummate the transactions Transactions contemplated hereby, including the Merger, other than except for the Company Stockholder Approval and Approval, to the filing of the Certificate of Merger pursuant to extent required by the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger SubPurchaser, constitutes is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium and other similar laws affecting the enforcement of general applicability relating to or affecting creditors’ creditors rights or and by general principles of equity principles(regardless of whether enforceability is considered in a proceeding at law or in equity). (b) The Company Board has of Directors of the Company, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that approving this Agreement and the transactions contemplated hereby, Transactions (including the Offer and the Merger), (ii) determining that the terms of this Agreement, the Offer and the Merger and the other Transactions contemplated hereby are advisable and fair to, to and in the best interests of, of the Company and its stockholders, (iiiii) approving recommending that the Company’s stockholders accept the Offer, tender their Shares to Purchaser pursuant to the Offer and approve and adopt this Agreement and if required to do so by the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for their adoption DGCL and (iv) recommending declaring that the stockholders of Offer, the Company adopt Merger, the other Transactions and this Agreement, which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn (the “Company Recommendation”)Agreement are advisable.

Authority for Agreements. (ai) The Company Each of Parent and Safety has all necessary requisite corporate power or other power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption approval of this Agreement and the Merger by the holders of at least a majority of the outstanding Common Shares shares of Parent stock entitled to vote in accordance with the DGCL applicable Law and Parent’s Constituent Documents (the “Company Stockholder Parent Shareholder Approval”), to consummate the Merger and the other transactions contemplated by this Agreementhereby. Except for the approvals described in the following sentence, the The execution, delivery and performance by the Company of this Agreement by each of Parent and Safety and the consummation by each of Parent and Safety of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action on behalf of the Company. No action, and no other corporate proceedings on the part of the Company Safety and Parent are necessary for them to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the Company Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCLexcept for Parent Shareholder Approval. This Agreement has been duly and validly executed and delivered by the Company each of Parent and Safety and, assuming the due authorization, execution and delivery by each of Parent and Merger SubReceiver, constitutes is a legal, valid and binding obligation of the Companyeach of Parent and Safety, enforceable against the Company each of Parent and Safety in accordance with its terms, except as that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or similar laws of general applicability affecting or relating to or affecting the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity (regardless of whether considered in a proceeding in equity or by general equity principlesat law). (bii) The Company Board has QB Holdings, as sole member of Safety, duly and unanimously adopted resolutions (iA) determining that approving this Agreement Agreement, the Merger and the other transactions contemplated hereby, including (B) determining that the Merger, terms of the Merger and the other transactions contemplated hereby are advisable and fair to, to and in the best interests ofof Safety and QB Holdings and (C) rendering restrictions on business combinations, if any, contained in the LLC Act hereby inapplicable to this Agreement, the Company transactions contemplated by this Agreement and to Receiver and its stockholdersSubsidiaries. (iii) The Board of Directors of Parent, at a meeting duly called and held, duly adopted resolutions (iiA) approving this Agreement Agreement, the Merger and the other transactions contemplated hereby, including the Merger, (iiiB) directing resolving that this Agreement be submitted to would promote the stockholders success of the Company for their adoption Parent and would be in the best interests of its shareholders as a whole, (ivC) recommending resolving to recommend that the stockholders of the Company adopt Parent’s shareholders approve this Agreement, which resolutions, as the Merger and the other transactions contemplated hereby in the manner required by LR13.3.1R(5) of the date Listing Rules of the Financial Service Authority (the “Parent Recommendation”) and to take all steps necessary to obtain such approval (including the preparation and posting to the Parent’s shareholders of a Circular) and (D) rendering any restrictions on business combinations inapplicable to this Agreement, have not been rescinded, modified or withdrawn (the “Company Recommendation”)transactions contemplated by this Agreement and Receiver and its Subsidiaries.

Authority for Agreements. (ai) The If the Company Holder is an entity, the Company Holder has all necessary corporate requisite corporate, limited liability company, or other analogous organizational power and corporate, limited liability company, or other analogous organizational authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption of enter into this Agreement by and any other ancillary agreements to which the holders of at least Company Holder is a majority of the outstanding Common Shares entitled to vote party in accordance connection with the DGCL Merger (collectively, the “Company Stockholder ApprovalRelated Agreements”), ) and to consummate the transactions contemplated by this Agreementhereby and thereby. Except for the approvals described in the following sentence, the execution, The execution and delivery and performance by the Company of this Agreement and any other Related Agreements to which the Company Holder is a party by the Company Holder and the consummation by the Company Holder of the transactions contemplated by this Agreement hereby and thereby have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company are necessary Holder, and no further action is required on the part of the Company Holder (or its stockholders, shareholders, limited or general partners, or other equity or interest holders of the Company Holder) to authorize this Agreement or and any other Related Agreements to consummate which the Company Holder is a party and the transactions contemplated hereby, including the Merger, other than the Company Stockholder Approval hereby and the filing of the Certificate of Merger pursuant to the DGCLthereby. This Agreement has and each of the other Related Agreements to which the Company Holder is a party have been duly and validly executed and delivered by the Company Holder and, assuming the due authorization, execution and delivery by each of Parent the other parties hereto and Merger Subthereto, constitutes a legal, constitute valid and binding obligation obligations of the Company, Company Holder enforceable against the Company him, her or it in accordance with its their respective terms, except as may be limited by applicable subject to (A) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent transfer moratorium and other similar laws of general applicability relating to or affecting creditors’ rights or by generally and (B) rules of law governing specific performance, injunctive relief, other equitable remedies and other general equity principlesprinciples of equity. (bii) The execution and delivery by the Company Holder of this Agreement and any other Related Agreement to which the Company Holder is a party, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation of or default in any material respect under (with or without notice or lapse of time, or both) (A) any provision of the organizational documents of the Company Holder, as applicable, each as amended to date and currently in effect, (B) any material Contract to which the Company Holder is a party or by which any of his, her or its properties or assets may be bound or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Holder or any of his, her or its properties or assets (whether tangible or intangible), except in each case for any such conflict or violation which would not reasonably be expected to have the effect of impairing the ability of the Company Holder to perform his, her or its obligations under this Agreement or any of the Related Agreements. (iii) The Company Board Holder has unanimously adopted resolutions (i) determining that this Agreement carefully read and understands the transactions contemplated hereby, including the Merger, are advisable scope and fair to, and in the best interests of, the Company and its stockholders, (ii) approving this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the stockholders effect of the Company for their adoption and (iv) recommending that the stockholders of the Company adopt this Agreement, which resolutions, as of the date provisions of this Agreement, have not been rescinded, modified the Merger Agreement and the other Related Agreements to which the Company Holder is or withdrawn (shall become a party in connection with the “Company Recommendation”)Merger Agreement and the Merger.

Authority for Agreements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption approval of this Agreement by the holders of at least a majority of the outstanding Common Shares entitled to vote in accordance with the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the Company Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (b) The Company Board has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approving adopting this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for their adoption approval and (iv) recommending that the stockholders of the Company adopt approve this Agreement, which resolutionsresolutions have not, as of the date of this Agreement, have not been rescinded, modified or withdrawn (the “Company Recommendation”)in any way.

Authority for Agreements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption of this Agreement by the holders of at least a majority of the outstanding Common Shares entitled to vote (in person or by proxy) in accordance with the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the Company Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (b) The Company Board Board, at a duly called and held meeting, has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approving this Agreement, the execution and delivery of this Agreement and the performance of this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for their adoption and (iv) recommending that the stockholders of the Company adopt this Agreement, which resolutions, as . The only vote of the date stockholders of the Company required to approve this Agreement, have not been rescinded, modified or withdrawn (Agreement and the “transactions contemplated hereby is the Company Recommendation”)Stockholder Approval.

Authority for Agreements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption approval of this Agreement by the holders of at least a majority of the outstanding Common Shares entitled to vote in accordance with the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the Company Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent Holdco and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (b) The Company Board has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approving adopting this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for their adoption approval and (iv) recommending that the stockholders of the Company adopt approve this Agreement, which resolutionsresolutions have not, as of the date of this Agreement, have not been rescinded, modified or withdrawn (the “Company Recommendation”)in any way.

Authority for Agreements. (a) The Company is a Missouri corporation duly organized, validly existing and in good standing under the laws of the State of Missouri. The Company has all necessary full corporate power and authority to execute and deliver this Agreementthe Transaction Documents to which it is a party, to perform its obligations hereunder and, subject to under the adoption of this Agreement by the holders of at least a majority of the outstanding Common Shares entitled to vote in accordance with the DGCL (the “Company Stockholder Approval”), Transaction Documents and to consummate the transactions contemplated by this AgreementTransactions to which it is a party. Except for The execution and delivery of the approvals described in the following sentence, the execution, delivery and performance by Transaction Documents to which the Company is a party, and the consummation of the Transactions to which the Company is a party, will, upon the approval of this Agreement and the consummation transactions contemplated hereby by the Board of Directors of the transactions contemplated Company and the Amended and Restated Articles of Incorporation and the Amended and Restated By-Laws by this Agreement have been the shareholders of the Company and the Option Exercises (the "Approvals"), (which Approvals must be obtained on or prior to the First Closings Date), be duly and validly authorized by all necessary appropriate corporate or other action on behalf of the Company. No other corporate proceedings on the part of the Company are necessary Company, subject to authorize this Agreement or the approval of the Company's Board of Directors and the 1996 GGP Option Closing and the 1997 GGP Option Closing. The Transaction Documents to consummate the transactions contemplated hereby, including the Merger, other than which the Company Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has is a party have been or will be duly and validly executed and delivered by the Company andand constitute or will, assuming when executed and subject to obtaining the due authorizationApprovals, execution and delivery by each of Parent and Merger Sub, constitutes a legal, constitute valid and legally binding obligation obligations of the Company, enforceable against the Company in accordance with its termsthe terms of such Transaction Documents, except as may be limited by subject only to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally and to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or by general equity principlesat law. (b) The Company Board has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approving this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for their adoption and (iv) recommending that the stockholders of the Company adopt this Agreement, which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn (the “Company Recommendation”).

Authority for Agreements. (a) The Company has all necessary the corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder andhereunder. The execution, subject delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary for it to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement (the "Company Stockholder Approval") by the holders of at least a majority of the outstanding shares of Common Shares Stock entitled to vote in accordance with the DGCL and the Company's Constituent Documents (the “"Company Stockholder Approval”Requisite Vote"), to consummate the transactions contemplated by this Agreement. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the Company Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent AFI and Merger Sub, as applicable, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws of general applicability effecting or relating to or affecting enforcement of creditors’ ' rights generally or by general equity principlesprinciples of equity. (b) The Company Board has board of directors of the Company, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that approving this Agreement and the transactions contemplated herebyAgreement, including the MergerMerger and the other transactions contemplated by this Agreement, (ii) determining that the terms of the Merger and the other transactions contemplated by this Agreement are advisable and fair to, to and in the best interests of, of the Company and its stockholders, (iiiii) approving recommending that the Company's stockholders adopt this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for their adoption and (iv) recommending that declaring this Agreement advisable. Such resolutions are sufficient to render the stockholders provisions of Section 203 of the Company adopt DGCL inapplicable to AFI and Merger Sub and this Agreement, which resolutions, as of the date of Merger and the other transactions contemplated by this Agreement, have not been rescinded, modified or withdrawn (the “Company Recommendation”).

Authority for Agreements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption of this Agreement by the holders of at least a majority of the outstanding Common Shares entitled to vote in accordance with the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the Company Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (b) The Company Board has unanimously duly adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approving this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for their adoption and (iv) recommending that the stockholders of the Company adopt vote in favor of adoption of this AgreementAgreement and that the Company Stockholder Approval be given, which resolutionswhich, as of the date of this Agreementhereof, have not been rescinded, modified or withdrawn withdrawn. (c) The Company Stockholder Approval is the “only vote or approval of the holders of any class or series of capital stock of the Company Recommendation”)necessary to adopt this Agreement, and approve and consummate the Merger under Applicable Law.

Authority for Agreements. (a) The Company has all necessary the corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder andhereunder. The execution, subject delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary for it to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement (the “Company Stockholder Approval”) by the holders of at least a majority of the outstanding shares of Common Shares Stock entitled to vote in accordance with the DGCL and the Company’s Constituent Documents (the “Company Stockholder ApprovalRequisite Vote”), to consummate the transactions contemplated by this Agreement. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the Company Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent AFI and Merger Sub, as applicable, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws of general applicability effecting or relating to or affecting enforcement of creditors’ rights generally or by general equity principlesprinciples of equity. (b) The Company Board has board of directors of the Company, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that approving this Agreement and the transactions contemplated herebyAgreement, including the MergerMerger and the other transactions contemplated by this Agreement, (ii) determining that the terms of the Merger and the other transactions contemplated by this Agreement are advisable and fair to, to and in the best interests of, of the Company and its stockholders, (iiiii) approving recommending that the Company’s stockholders adopt this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for their adoption and (iv) recommending that declaring this Agreement advisable. Such resolutions are sufficient to render the stockholders provisions of Section 203 of the Company adopt DGCL inapplicable to AFI and Merger Sub and this Agreement, which resolutions, as of the date of Merger and the other transactions contemplated by this Agreement, have not been rescinded, modified or withdrawn (the “Company Recommendation”).

Authority for Agreements. (a) The Company has all necessary the corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject to the adoption of this Agreement by the holders of at least a majority of the outstanding Common Shares entitled to vote in accordance with the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreementhereunder. Except for the approvals described in the following sentence, the The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on behalf of the Company. No action, and no other corporate proceedings on the part of the Company are necessary for it to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than except for approval of this Agreement (the "Company Stockholder Approval and Approval") by the filing holders of at least two-thirds of the Certificate of Merger pursuant outstanding Common Shares entitled to vote in accordance with the DGCLMBCA (the "Requisite Stockholder Vote"). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, as applicable, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws of general applicability effecting or relating to or affecting enforcement of creditors’ ' rights generally or by general equity principlesprinciples of equity. (b) The Company Board has unanimously adopted resolutions (i) determining determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approving adopted and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing directed that this Agreement be submitted to the Company's stockholders of the Company for their adoption approval and (iv) recommending resolved to recommend that the Company's stockholders of approve this Agreement (collectively, the Company adopt this Agreement, which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn (the “Company "Recommendation”").

Authority for Agreements. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption of this Agreement and the approval of the Merger by the holders of at least a majority of the outstanding shares of Common Shares Stock entitled to vote in accordance with the DGCL and the Company’s Constituent Documents (the “Company Stockholder Approval”), to consummate the Merger and the other transactions contemplated by this Agreementhereby. Except for the approvals described in the following sentence, the The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of this Agreement the Merger and the consummation of the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action on behalf of the Company. No action, and no other corporate proceedings on the part of the Company are necessary for it to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than except for the Company Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCLApproval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, constitutes is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium and similar laws Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights or by remedies in general equity principlesas from time to time in effect or (ii) general principles of equity. (b) The Company Board has of Directors of the Company, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that approving this Agreement Agreement, the Merger and the other transactions contemplated hereby, including (ii) determining that the Merger, terms of the Merger and the other transactions contemplated hereby are advisable and fair to, to and in the best interests of, of the Company and its stockholders, (iiiii) approving recommending that the Company’s stockholders adopt this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the stockholders of the Company for their adoption and (iv) recommending declaring that this Agreement is advisable and in the stockholders best interests of the Company adopt this Agreement, which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn (the “Company Recommendation”)Company.

Authority for Agreements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption approval of this Agreement by the holders of at least a majority two-thirds (2/3) of the outstanding Common Shares entitled to vote in accordance with the DGCL WBCA (the “Company Stockholder Shareholder Approval”), to consummate the transactions contemplated by this Agreement. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the Company Stockholder Shareholder Approval and the filing of the Certificate Articles of Merger pursuant to the DGCLWBCA. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (b) The Company Board has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholdersshareholders, (ii) approving adopting this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the stockholders shareholders of the Company for their adoption approval and (iv) recommending that the stockholders shareholders of the Company adopt approve this Agreement, which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn (the “Company Recommendation”).

Authority for Agreements. (a) The Company has all necessary the corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder andhereunder. The execution, subject delivery and performance of this Agreement by the Company and consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary for it to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement by the holders of at least a majority of the outstanding Common Shares entitled to vote in accordance with the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the Company Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent and Merger Sub, as applicable, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws of general applicability effecting or relating to or affecting enforcement of creditors’ rights generally or by general equity principlesprinciples of equity. (b) The Company Board Special Committee has unanimously adopted resolutions (i) determining determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approving adopted and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and recommended to the Company Board that it adopt and declare advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing recommended that the Company Board recommend approval of this Agreement by the Company’s stockholders and (iv) directed that this Agreement be submitted to the Company Board for its adoption and recommendation that the Company’s stockholders approve this Agreement. (c) The Company Board (upon the recommendation of the Special Committee) has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) adopted and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) directed that this Agreement be submitted to the Company’s stockholders for their adoption approval and (iv) recommending recommended that the Company’s stockholders of the Company adopt approve this Agreement, which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn (the “Company Recommendation”).