Common use of Authority; No Conflict; Required Filings and Consents Clause in Contracts

Authority; No Conflict; Required Filings and Consents. (a) Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject to completion of the actions set forth in the next sentence. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Company have been duly and validly authorized by all necessary corporate action on the part of Company, subject only to the approval of this Agreement by the Shareholders under the MBCA and the filing of the Articles of Merger with the Secretary of State of Minnesota. This Agreement has been duly and validly executed and delivered by Company and, assuming the accuracy of the representations and warranties set forth in Section 5.2(a), constitutes the legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (the "BANKRUPTCY AND EQUITY EXCEPTION"). (b) Except as set forth on the Company Disclosure Schedule, the execution and delivery of this Agreement by Company does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles of Incorporation or Bylaws of Company or any of its Subsidiaries, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, document, instrument or obligation to which Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, consents or waivers which are not reasonably likely to have individually or in the aggregate, a Company Material Adverse Effect, except that no representation is made in this Agreement as to whether any lease of real property by Company or its Subsidiaries as lessee contains any provision prohibiting or limiting, or providing that a breach, violation, conflict, default, termination, cancellation, acceleration of any obligation, loss of any material benefit or any right to terminate, cancel or receive payment thereunder shall occur in the event of, a change in control or merger of the nature of the Acquisition without the waiver or consent of the other parties to the lease. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("GOVERNMENTAL ENTITY") is required by or with respect to Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR ACT") and the expiration or termination of the waiting period under the HSR Act, (ii) the filing of Articles of Merger with the Secretary of State of the State of Minnesota, and compliance with the applicable requirements of the Exchange Act and Chapter 80B of the Minnesota Statutes, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state or foreign securities laws, and (iv) such other consents, orders, declarations, authorizations, filings, approvals and registrations which, if not obtained or made, do not have, and are not reasonably likely to have, a Company Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Company Each of Parent and Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement, subject to completion of the actions set forth in the next sentence. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Company this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary corporate action on the part of CompanyParent and Purchaser, subject only to the approval of this Agreement by the Shareholders under the MBCA and the filing of the Articles of Merger with the Secretary of State of Minnesota. This Agreement has been duly and validly executed and delivered by Company Parent and Purchaser and, assuming the accuracy of the representations and warranties set forth in Section 5.2(a4.3(a), constitutes the legal, legally valid and binding obligation of CompanyParent and Purchaser, enforceable against Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (the "BANKRUPTCY AND EQUITY EXCEPTION")Equity Exception. (b) Except as set forth on the Company Disclosure Schedule, the The execution and delivery of this Agreement by Company Parent and Purchaser does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Articles of Incorporation (as the case may be) or Bylaws of Company Parent or any of its SubsidiariesPurchaser, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (default, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) benefit under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, document, instrument or obligation to which Company Parent or any of its Subsidiaries Purchaser is a party or by which any either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company Parent or any of its Subsidiaries or any of its or their properties or assetsPurchaser, except in the case of (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, consents or waivers which are not reasonably likely to have not, individually or in the aggregate, reasonably likely to have a Company Purchaser Material Adverse Effect, except that no representation is made in this Agreement as to whether any lease of real property by Company or its Subsidiaries as lessee contains any provision prohibiting or limiting, or providing that a breach, violation, conflict, default, termination, cancellation, acceleration of any obligation, loss of any material benefit or any right to terminate, cancel or receive payment thereunder shall occur in the event of, a change in control or merger of the nature of the Acquisition without the waiver or consent of the other parties to the lease. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("GOVERNMENTAL ENTITY") Governmental Entity is required by or with respect to Company Parent or any of its Subsidiaries Purchaser in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended ("HSR ACT") and the expiration or termination of the waiting period under the HSR Act, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, and compliance with the applicable requirements of the Exchange Act and Chapter 80B of the Minnesota Statutes, Statutes (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state or foreign securities laws, and (iv) such other consents, orders, declarations, authorizations, filings, approvals and registrations which, if not obtained or made, do not have, and are not reasonably likely to have, a Company Parent Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Company Each of Parent and Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement, subject to completion of the actions set forth in the next sentence. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Company this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary corporate action on the part of CompanyParent and Purchaser, subject only to the approval of this Agreement by the Shareholders under the MBCA and the filing of the Articles of Merger with the Secretary of State of Minnesota. This Agreement has been duly and validly executed and delivered by Company Parent and Purchaser and, assuming the accuracy of the representations and warranties set forth in Section 5.2(a4.3(a), constitutes the legal, legally valid and binding obligation obligations of CompanyParent and Purchaser, enforceable against Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (the "BANKRUPTCY AND EQUITY EXCEPTION")Equity Exception. (b) Except as set forth on the Company Disclosure Schedule, the The execution and delivery of this Agreement by Company Parent and Purchaser does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Certificate of Incorporation or Articles of Incorporation (as the case may be) or Bylaws of Company Parent or any of its SubsidiariesPurchaser, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (default, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) benefit under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, document, instrument or obligation to which Company Parent or any of its Subsidiaries Purchaser is a party or by which any either of them or any of their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company Parent or any of its Subsidiaries or any of its or their properties or assetsPurchaser, except in the case of (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, consents or waivers which are not reasonably likely to have not, individually or in the aggregate, reasonably likely to have a Company Purchaser Material Adverse Effect, except that no representation is made in this Agreement as to whether any lease of real property by Company or its Subsidiaries as lessee contains any provision prohibiting or limiting, or providing that a breach, violation, conflict, default, termination, cancellation, acceleration of any obligation, loss of any material benefit or any right to terminate, cancel or receive payment thereunder shall occur in the event of, a change in control or merger of the nature of the Acquisition without the waiver or consent of the other parties to the lease. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("GOVERNMENTAL ENTITY") Governmental Entity is required by or with respect to Company Parent or any of its Subsidiaries Purchaser in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended ("HSR ACT") and the expiration or termination of the waiting period under the HSR Act, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, and compliance with the applicable requirements of the Exchange Act and Chapter 80B of the Minnesota Statutes, Statutes (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state or foreign securities laws, and (iv) such other consents, orders, declarations, authorizations, filings, approvals and registrations which, if not obtained or made, do not have, and are not reasonably likely to have, a Company Parent Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Company Stock Option Agreement and to consummate the transactions contemplated hereby, subject to completion of by this Agreement and the actions set forth in the next sentenceCompany Stock Option Agreement. The execution, execution and delivery and performance of this Agreement and the Company Stock Option Agreement and the consummation of the transactions contemplated hereby by this Agreement and the Company Stock Option Agreement by the Company have been duly and validly authorized by all necessary corporate action on the part of the Company, subject only to the approval of this Agreement the Merger by the Shareholders Company's stockholders under the MBCA and the filing of the Articles of Merger with the Secretary of State of MinnesotaDGCL. This Agreement has and the Company Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming the accuracy of the representations and warranties set forth in Section 5.2(a), constitutes the legal, constitute valid and binding obligation obligations of the Company, enforceable against Company in accordance with its their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (the "BANKRUPTCY AND EQUITY EXCEPTION"). (b) Except as set forth on the Company Disclosure Schedule, the The execution and delivery of this Agreement and the Company Stock Option Agreement by the Company does not, and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of Incorporation or Bylaws By-laws of the Company or the charter, by-laws, or other organizational document of any Subsidiary of its Subsidiariesthe Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, document, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerationsaccelerations or losses which, lossesindividually or in the aggregate, consents or waivers which are not reasonably likely to have individually or in the aggregate, a Company Material Adverse Effect, except that no representation is made in this Agreement as to whether any lease of real property by Company or its Subsidiaries as lessee contains any provision prohibiting or limiting, or providing that a breach, violation, conflict, default, termination, cancellation, acceleration of any obligation, loss of any material benefit or any right to terminate, cancel or receive payment thereunder shall occur in the event of, a change in control or merger of the nature of the Acquisition without the waiver or consent of the other parties to the lease. (c) No consent, approval, license, permit, order or authorization of, or or, registration, declaration declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or instrumentality agency (a "GOVERNMENTAL ENTITYGovernmental Entity") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Company Stock Option Agreement by the Company or the consummation of the transactions contemplated herebyby this Agreement or the Company Stock Option Agreement, except for (i) the filing of the a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct") and the expiration or termination of the waiting period under the HSR Act), (ii) the filing of Articles the Certificate of Merger with the Delaware Secretary of State State, (iii) the filing of the State of Minnesota, and compliance Proxy Statement (as defined in Section 3.16 below) with the applicable requirements Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and Chapter 80B of the Minnesota Statutes, transactions contemplated hereby and (iiiv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws except where the failure to obtain any such consent, approval, order, authorization, registration, declaration or foreign securities laws, and (iv) such other consents, orders, declarations, authorizations, filings, approvals and registrations which, if filing would not obtained or made, do not have, and are not reasonably likely to have, have a Company Material Adverse Effect. (d) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to adopt this Agreement. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Company Stock Option Agreement and to consummate the transactions contemplated hereby, subject to completion of by this Agreement and the actions set forth in the next sentenceCompany Stock Option Agreement. The execution, execution and delivery and performance of this Agreement and the Company Stock Option Agreement and the consummation of the transactions contemplated hereby by this Agreement and the Company Stock Option Agreement by the Company have been duly and validly authorized by all necessary corporate action on the part of the Company, subject only to the approval of this Agreement the Merger by the Shareholders Company's stockholders under the MBCA and the filing of the Articles of Merger with the Secretary of State of MinnesotaDGCL. This Agreement has and the Company Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming and constitute the accuracy of the representations and warranties set forth in Section 5.2(a), constitutes the legal, valid and binding obligation obligations of the Company, enforceable against Company in accordance with its their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (the "BANKRUPTCY AND EQUITY EXCEPTION"). (b) Except as set forth on the Company Disclosure Schedule, the The execution and delivery of this Agreement and the Company Stock Option Agreement by the Company does not, and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of Incorporation or Bylaws By-laws of the Company or the charter, by-laws, or other organizational document of any Subsidiary of its Subsidiariesthe Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, document, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellationscancellations or accelerations which, accelerations, losses, consents or waivers which are not reasonably likely to have individually or in the aggregate, would not have a Company Material Adverse Effect, except that no representation is made in this Agreement as to whether any lease of real property by Company or its Subsidiaries as lessee contains any provision prohibiting or limiting, or providing that a breach, violation, conflict, default, termination, cancellation, acceleration of any obligation, loss of any material benefit or any right to terminate, cancel or receive payment thereunder shall occur in the event of, a change in control or merger of the nature of the Acquisition without the waiver or consent of the other parties to the lease. (c) No consent, approval, license, permit, order or authorization of, or or, registration, declaration declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or instrumentality agency (a "GOVERNMENTAL ENTITYGovernmental Entity") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Company Stock Option Agreement by the Company or the consummation of the transactions contemplated herebyby this Agreement or the Company Stock Option Agreement, except for (i) the filing of the a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct") and the expiration or termination of the waiting period under the HSR Act), (ii) the filing of Articles the Certificate of Merger with the Delaware Secretary of State State, (iii) the filing of the State of Minnesota, and compliance Proxy Statement (as defined in Section 3.16 below) with the applicable requirements Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and Chapter 80B of the Minnesota Statutes, transactions contemplated hereby and (iiiv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state or foreign securities laws. (d) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve the Merger. There are no bonds, and debentures, notes or other indebtedness of the Company having the right to vote (ivor convertible into, or exchangeable for, securities having the right to vote) such other consents, orders, declarations, authorizations, filings, approvals and registrations which, if not obtained or made, do not have, and are not reasonably likely to have, a on any matters on which stockholders of the Company Material Adverse Effectmay vote.

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Company Stock Option Agreement and to consummate the transactions contemplated hereby, subject to completion of by this Agreement and the actions set forth in the next sentenceCompany Stock Option Agreement. The execution, execution and delivery and performance of this Agreement and the Company Stock Option Agreement and the consummation of the transactions contemplated hereby by this Agreement and the Company Stock Option Agreement by the Company have been duly and validly authorized by all necessary corporate action on the part of the Company, subject only to the approval of this Agreement the Merger by the Shareholders Company's stockholders under the MBCA and the filing of the Articles of Merger with the Secretary of State of MinnesotaDGCL. This Agreement has and the Company Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming and constitute the accuracy of the representations and warranties set forth in Section 5.2(a), constitutes the legal, valid and binding obligation obligations of the Company, enforceable against Company in accordance with its their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (the "BANKRUPTCY AND EQUITY EXCEPTION"). (b) Except as set forth on the Company Disclosure Schedule, the The execution and delivery of this Agreement and the Company Stock Option Agreement by the Company does not, and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of Incorporation or Bylaws By-laws of the Company or the charter, by-laws, or other organizational document of any Subsidiary of its Subsidiariesthe Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, document, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellationscancellations or accelerations which, accelerations, losses, consents or waivers which are not reasonably likely to have individually or in the aggregate, would not have a Company Material Adverse Effect, except that no representation is made in this Agreement as to whether any lease of real property by Company or its Subsidiaries as lessee contains any provision prohibiting or limiting, or providing that a breach, violation, conflict, default, termination, cancellation, acceleration of any obligation, loss of any material benefit or any right to terminate, cancel or receive payment thereunder shall occur in the event of, a change in control or merger of the nature of the Acquisition without the waiver or consent of the other parties to the lease. (c) No consent, approval, license, permit, order or authorization of, or or, registration, declaration declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or instrumentality agency (a "GOVERNMENTAL ENTITYGovernmental Entity") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Company Stock Option Agreement by the Company or the consummation of the transactions contemplated herebyby this Agreement or the Company Stock Option Agreement, except for (i) the filing of the a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct") and the expiration or termination of the waiting period under the HSR Act, (ii) the filing of Articles of Merger with the Secretary of State of the State of Minnesota, and compliance with the applicable requirements of the Exchange Act and Chapter 80B of the Minnesota Statutes, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state or foreign securities laws, and (iv) such other consents, orders, declarations, authorizations, filings, approvals and registrations which, if not obtained or made, do not have, and are not reasonably likely to have, a Company Material Adverse Effect.),

Authority; No Conflict; Required Filings and Consents. (a) The Company has all requisite corporate power and authority to enter into into, execute and deliver this Agreement and the Second Amendment to the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") in the form attached hereto as Exhibit A (the "Registration --------- Right Agreement Amendment"), to issue and sell the Company Shares, and to consummate the transactions contemplated hereby, subject to completion of the actions set forth in the next sentenceby this Agreement. The execution, delivery and performance of this This Agreement and the consummation of the transactions contemplated hereby by Company Registration Rights Agreement Amendment have been duly and validly authorized by all necessary corporate action on the part of Companyauthorized, subject only to the approval of this Agreement by the Shareholders under the MBCA and the filing of the Articles of Merger with the Secretary of State of Minnesota. This Agreement has been duly and validly executed and delivered by the Company and, assuming the accuracy and constitute valid and legally binding obligations of the representations and warranties set forth in Section 5.2(a), constitutes the legal, valid and binding obligation of Company, enforceable against the Company in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (the "BANKRUPTCY AND EQUITY EXCEPTION")equity principles. (b) Except as set forth on the Company Disclosure Schedule, the The execution and delivery by the Company of this Agreement by and the Registration Rights Agreement Amendment, the issuance and sale of the Company does notShares, and the consummation of the transactions contemplated by this Agreement will not, not (i) conflict with, or result in any violation or breach of any provision of, any provision of the Articles Certificate of Incorporation or Bylaws of Company or any of its Subsidiariesthe Company, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, document, instrument or obligation to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of them the Company or any of their its subsidiaries, properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of its or their subsidiaries, properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, breaches, defaults, terminations, cancellations, accelerations, losseslosses or conflicts which would not, consents or waivers which are not reasonably likely to have individually or in the aggregate, have a Company Material Adverse Effect, except that no representation is made in this Agreement as to whether any lease of real property by Company and would not materially burden or its Subsidiaries as lessee contains any provision prohibiting or limiting, or providing that a breach, violation, conflict, default, termination, cancellation, acceleration of any obligation, loss of any material benefit or any right to terminate, cancel or receive payment thereunder shall occur in delay the event of, a change in control or merger consummation of the nature of the Acquisition without the waiver or consent of the other parties to the leasetransactions contemplated hereby. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("GOVERNMENTAL ENTITY") Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Registration Rights Agreement Amendment, the issuance and sale of the Company Shares, or the consummation of the transactions contemplated hereby, except for (i) the filing of the pre-merger notification report a Form D under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR ACT") and the expiration or termination of the waiting period under the HSR Securities Act, (ii) the filing of Articles of Merger with the Secretary of State of the State of Minnesota, and compliance with the applicable requirements of the Exchange Act and Chapter 80B of the Minnesota Statutes, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws or foreign securities lawsthe HSR Act, and (iviii) such other consents, orders, declarations, authorizations, filings, approvals and registrations which, if not obtained or made, do not havewould not, and are not reasonably likely to haveindividually or in the aggregate, have a Company Material Adverse EffectEffect on the Company and would not materially burden or delay the consummation of the transactions contemplated hereby.