Common use of Authority; No Violations; Approvals Clause in Contracts

Authority; No Violations; Approvals. (i) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate. The Company has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents and, subject to receipt of the approval referred to in the next following sentence, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, other than the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company as provided in Section 4.1. This Agreement has been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents will be, duly executed and delivered by the Company and, assuming this Agreement and the other Transaction Documents constitute the valid, binding and enforceable obligations of the other parties thereto, constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other 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). (ii) Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the execution and delivery of this Agreement and the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (A) the Certificate of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease or agreement to which the Company or any of its Subsidiaries is a party or is otherwise bound or any existing Approval applicable to the Company or any of its Subsidiaries, or (D) assuming the Approvals referred to in Section 3.1(d)(iii) are duly and timely obtained or made, any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (C) or (D), any such conflicts, violations, defaults, rights, losses, Liens or Laws that, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Material Adverse Effect, (y) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iii) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (B) the filing of the Restated Certificate, the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (i) The Board Each of WIC and Purchaser has approved this Agreement, the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate. The Company WIC has all requisite corporate limited liability company power and authority authority, and Purchaser has all requisite corporate, partnership or limited liability company, as the case may be, power and authority, to enter into this Agreement and the other Transaction Documents and, subject to receipt of the approval referred to in the next following sentence, which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate limited liability company action on the part of WIC and all necessary corporate, partnership or limited liability company, as the Companycase may be, other than action on the approval part of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company as provided in Section 4.1Purchaser. This Agreement has been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents to which it is a party will be, duly executed and delivered by the Company WIC and Purchaser and, assuming this Agreement and the other Transaction Documents constitute the valid, binding and enforceable obligations of the other parties theretoCompany, constitute valid and binding obligations of the Company WIC and Purchaser enforceable in accordance with their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other 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). (ii) Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the The execution and delivery of this Agreement and the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company WIC or any of its Subsidiaries Purchaser under, any provision of (A) the Certificate of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its SubsidiariesWIC or Purchaser, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which the Company WIC or any of its Subsidiaries Purchaser is a party or is otherwise bound or any existing Approval applicable to the Company WIC or any of its Subsidiaries, Purchaser or (DC) assuming the Approvals referred to in Section 3.1(d)(iii3.2(b)(iii) are duly and timely obtained or made, any Law applicable to the Company WIC or any of its Subsidiaries Purchaser or any of their respective properties or assets, other than, in the case of clause (CB) or (DC), any such conflicts, violations, defaults, rights, losses, Liens or Laws that, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Material Adverse Effectmaterial adverse effect on WIC or Purchaser, (y) impair the ability of the Company WIC or Purchaser to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iii) No Approval of or from any Governmental Entity is required by or with respect to the Company WIC or any of its Subsidiaries Purchaser in connection with the execution and delivery of this Agreement or any other Transaction Document by the Company WIC or Purchaser or the consummation by the Company WIC or Purchaser of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company WIC and Purchaser under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; and (B) the filing of the Restated Certificate, the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of the Company WIC or Purchaser to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (ia) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, has and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders Company. The Board has approved the acquisition of the Company and has recommended to the Company's stockholders approval Shares and, upon any conversion of the Preferred Share IssuanceShares, the Warrant Issuance and issuance of the Restated CertificateUnderlying Shares by Purchaser hereunder. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and, subject and to receipt consummate each of the approval referred to in transactions and perform each of the next following sentence, to consummate the transactions obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, other than the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company as provided in Section 4.1. This Agreement has been, and at or prior to the Initial Closing and at any Option Closings, as applicable, the other Transaction Documents will be, duly executed and delivered by the Company and the Certificates of Designation have been duly adopted by the Board of Directors in accordance with applicable Law. Each of the Certificates of Designation and, assuming this Agreement and each of the other Transaction Documents to which Purchaser is a party constitute the valid, binding and enforceable obligations of the other parties thereto, constitute valid and binding obligations of Purchaser, this Agreement and each of the other Transaction Documents constitutes a valid and binding obligation of the Company enforceable in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar 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). (iib) Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the The execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a any material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (A) the Certificate of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its the Company's Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease lease, instrument, permit, concession, franchise, license or agreement other contract or agreement, arrangement or understanding to which the Company or any of its Subsidiaries is a party or otherwise is otherwise bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Subsidiaries, (C) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (D) assuming the Approvals referred to in Section 3.1(d)(iii3.4(c) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (B) (other than with respect to any material loan or credit agreement, note, bond, mortgage or indenture or any Material Contract or any plan or agreement providing for the payment of any benefit to directors, officers or employees of the Company or its subsidiaries), (C) or (D), any such conflicts, violations, defaults, rights, losses, Liens or Laws detriments, that, individually or in the aggregate, (x) have not had and could not reasonably be expected to (x) have a Material Adverse Effect, (y) have not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or respect, and (z) have not and could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions transactions, or performance of the obligations, contemplated by any of the Transaction Documents. (iiic) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; thereto (which filing and expiration or termination are not required for the Initial Closing), (B) the filing of the Restated Certificate, the Certificate Certificates of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation Law; , and (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained (1) has not had and could not reasonably be expected to have a Material Adverse Effect, (12) has not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or and (23) have not and could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (ia) The Board has approved by a vote of not less than a majority of the "Continuing Directors" (as defined in the Company's Certificate of Incorporation) holding office as of such date expressly approved, in advance of the acquisition of the Notes, the Underlying Shares and such other acquisition of the Company's securities as are contemplated by this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and, subject and to receipt consummate each of the approval referred to in transactions and perform each of the next following sentence, to consummate the transactions obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, other than the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company as provided in Section 4.1. This Agreement has been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents will be, have been duly executed and delivered by the Company andexcept the Notes, assuming which will be duly executed and delivered by the Company upon payment of the Purchase Price therefor. Assuming this Agreement and each of the other Transaction Documents to which Purchasers are a party constitute the valid, binding and enforceable obligations of the other parties thereto, constitute valid and binding obligations of Purchasers, this Agreement and each of the other Transaction Documents constitutes or in the case of the Notes, when issued and delivered will constitute, a valid and binding obligation of the Company enforceable in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar 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). (iib) Except as set forth in Schedule 3.1(d)(ii3.4(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, under any provision of (A) the Certificate of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its the Company's Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other contract or agreement arrangement or understanding to which the Company or any of its Subsidiaries is a party or otherwise is otherwise bound or any existing Approval applicable to the Company or by which any of its Subsidiaries, them or their respective properties are bound or (DC) assuming the Approvals referred to in Section 3.1(d)(iii3.4(c) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (C) or (D), any such conflicts, violations, defaults, rights, losses, Liens or Laws that, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Material Adverse Effect, (y) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.the (iiic) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (B) the filing of the Restated Certificate, the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (GB) any such Approvals the failure of which to be made or obtained has not and (1) could not reasonably be expected to have a Material Adverse Effect, (12) could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or and (23) could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (ia) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate. The Company Borrower has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents and, subject to receipt consummate each of the approval referred to in transactions and perform each of the next following sentence, to consummate the transactions obligations contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents Warrants and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, other than the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company as provided in Section 4.1Borrower. This Agreement has been, and at and, on the Closing and at any Option Closings, as applicable, Date the other Transaction Documents Warrants will be, duly executed and delivered by the Company and, assuming this Borrower. This Agreement and the other Transaction Documents constitute the valid, binding and enforceable obligations of the other parties thereto, Warrants constitute valid and binding obligations of the Company Borrower enforceable in accordance with their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar 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). (iib) Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the The execution and delivery of this Agreement and the other Transaction Documents Warrants does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a any material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien lien upon any of the material properties or assets of the Company Borrower or any of its Subsidiaries under, or otherwise result in a material detriment to the Borrower or its Subsidiaries under, any provision of (A) the Certificate of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of the Borrower or any of its Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease lease, instrument, permit, concession, franchise, license or agreement other contract or agreement, arrangement or understanding to which the Company Borrower or any of its Subsidiaries is a party or otherwise is otherwise bound or by which any existing Approval applicable of them or their respective properties are bound, (C) any joint venture or other ownership arrangement to which the Company Borrower or any of its Subsidiaries, Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (D) assuming the Approvals referred to in Section 3.1(d)(iii) are duly and timely obtained or made, any Law Governmental Requirement applicable to the Company Borrower or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (C) or (D), any such conflicts, violations, defaults, rights, losses, Liens or Laws that, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Material Adverse Effect, (y) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iiic) No Approval of approval, consent or filing with or from any Governmental Entity Authority is required by or with respect to the Company Borrower or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any other Transaction Document the Warrants by the Company Borrower or the consummation by the Company Borrower of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (B) the filing of the Restated Certificate, the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (i) The Board has approved this Agreement, the other Transaction Documents Agreement and each of the transactions contemplated hereby hereby, and thereby, has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby Agreement to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate. The Company has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents and, subject to receipt of the approval referred to in the next following sentence, to consummate each of the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the other Transaction Documents and the consummation of each of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, other than the approval of the Preferred issuance of the Conversion Shares (the "Share Issuance, the Warrant Issuance and the Restated Certificate ") by the Requisite Votes a majority of the votes cast on such matter at the meeting of stockholders of the Company called for such purposes as provided in Section 4.14.2. This Agreement has been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents will be, been duly executed and delivered by the Company and, assuming this Agreement and constitutes the other Transaction Documents constitute the valid, binding and enforceable obligations of the other parties thereto, constitute valid and binding obligations obligation of the Purchaser, constitutes a valid and binding obligation of Company enforceable in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other 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). (ii) Except as set forth in Schedule 3.1(d)(ii) of the Company ------------------- Disclosure Schedule, the execution and delivery of this Agreement and the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, or otherwise result in a material detriment to the Company or any of its Subsidiaries under, any provision of (A) the Certificate of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease lease, other agreement or agreement to which the Company or any of its Subsidiaries is a party or is otherwise bound or any existing Approval applicable to the Company or any of its Subsidiaries, (C) any joint venture or other ownership arrangement or (D) assuming the Approvals referred to in Section 3.1(d)(iii) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (CB) or (D), any such conflicts, violations, defaults, rights, lossesLiens, Liens detriments, Laws or Laws Orders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) have a Material Adverse EffectEffect on the Company, (y) impair the ability of the Company to perform its material obligations under any of the Transaction Documents in any material respect Documents, or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iii) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) if applicable, the filing of a notification report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act --- Act"), and the expiration or termination of the applicable waiting period --- with respect theretothereto prior to the exercise of the Warrants; (B) the filing of the Restated Certificate, the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation Law; (C) the filing with the SEC of (1x) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting meeting of the stockholders of the Company to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") --------------- and (2y) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (EC) such Approvals as may be required by any applicable state securities or "blue sky" laws; (FD) such Approvals as may be required by any foreign securities, corporate or other Laws; and (GE) any such Approvals Approval the failure of which to be made or obtained has not had and could not reasonably be expected to (1) impair the ability of the Company to perform its material obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (i) The Board of Directors has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, has and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and, subject to receipt of the approval referred to in the next following sentence, and to consummate each of the transactions contemplated hereby and therebythereby (except as otherwise contemplated in this Agreement). The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, other than the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company as provided in Section 4.1. This Agreement has been, and at the Closing and at any Option Closings, as applicable, each of the other Transaction Documents will be, have been duly executed and delivered by the Company and the Preferred Stock Designations has been duly adopted by the Board of Directors in accordance with applicable law. Each of the Preferred Stock Designations and, assuming this Agreement and each of the other Transaction Documents to which the Purchasers are parties constitute the valid, valid and binding and enforceable obligations of the Purchasers, this Agreement and each of the other parties thereto, Transaction Documents constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other 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). (ii) Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other party to or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, a right to demand payment or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, or otherwise result in a material detriment to the Company or any of its Subsidiaries under, any provision of (A) the Company's Certificate of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease or agreement to which the Company or any of its Subsidiaries is a party or is otherwise bound or any existing Approval applicable to the Company or any of its Subsidiarieslease, or (D) assuming the Approvals referred to in Section 3.1(d)(iii) are duly and timely obtained or made, any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (C) or (D), any such conflicts, violations, defaults, rights, losses, Liens or Laws that, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Material Adverse Effect, (y) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iii) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (B) the filing of the Restated Certificate, the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.other

Authority; No Violations; Approvals. (ia) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate. The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other Transaction Documents and, subject to receipt of the approval referred to in the next following sentence, to consummate the transactions contemplated hereby and therebyperform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder, including the consummation by the Company of the Merger and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby Transactions, have been duly authorized by all necessary corporate action on the part of the Company, other than the approval subject, with respect to consummation of the Preferred Share IssuanceMerger, to (i) the Warrant Issuance and Company Shareholder Approval, (ii) the Restated Certificate by the Requisite Votes filing of the stockholders Articles of Merger with the SDAT (and its acceptance for record thereof), and (iii) the filing of the Company as provided in Section 4.1Certificate of Merger with the Delaware Secretary of State (and its acceptance for record thereof). This Agreement has been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents will be, been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent and the other Transaction Documents constitute the validMerger Sub, binding and enforceable obligations of the other parties thereto, constitute constitutes a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws 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 an Action in equity or at lawlaw (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, by resolutions of the trustees present and voting at such meeting (which resolutions have not been subsequently rescinded, modified or withdrawn), has, upon the recommendation of the Special Committee, (i) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Shareholders, (ii) approved this Agreement and declared that the Transactions, including the Merger, are advisable, (iii) directed that the Merger and the other Transactions be submitted to the holders of Company Common Shares for consideration at the Company Shareholders Meeting, and (iv) resolved to make the Company Board Recommendation. As of the date hereof, none of the recommendation of the Special Committee or the resolutions described in the immediately preceding sentence have been rescinded or modified in any way. The Company Shareholder Approval is the only vote of the holders of any class or series of the Company Capital Shares that is necessary to approve the Merger. (iib) Except as set forth in Schedule 3.1(d)(iiSection 4.3(b) of the Company Disclosure ScheduleSchedules, the execution and delivery of this Agreement and the other Transaction Documents does do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof Transactions will not, conflict with, or result in any violation of or default not (with or without notice or lapse of time, or both), (i) assuming that the Company Shareholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, under any provision of (A) the Certificate of Incorporation or Bylaws of the any Company or any provision of the comparable charter or organizational documents of any of its Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease or agreement Contract to which the Company or any of its Subsidiaries is a party or is otherwise bound or any existing Approval applicable to by which the Company or any of its SubsidiariesSubsidiaries or their respective properties or assets are bound, or (Diii) assuming the Approvals Consents referred to in Section 3.1(d)(iii) 4.4 are duly and timely obtained or mademade and the Company Shareholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause clauses (Cii) or and (Diii), any such contraventions, conflicts, violations, defaults, rightsacceleration, losses, or Liens or Laws thatthat would not reasonably be expected to have, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Company Material Adverse Effect, (y) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iii) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (B) the filing of the Restated Certificate, the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (i) The Board Each of WIC and Purchaser has approved this Agreement, the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate. The Company WIC has all requisite corporate limited liability company power and authority authority, and Purchaser has all requisite corporate, partnership or limited liability company, as the case may be, power and authority, to enter into this Agreement and the other Transaction Documents and, subject to receipt of the approval referred to in the next following sentence, which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate limited liability company action on the part of WIC and all necessary corporate, partnership or limited liability company, as the Companycase may be, other than action on the approval part of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company as provided in Section 4.1Purchaser. This Agreement has been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents to which it is a party will be, duly executed and delivered by the Company WIC and Purchaser and, assuming this Agreement and the other Transaction Documents constitute the valid, binding and enforceable obligations of the other parties theretoCompany, constitute valid and binding obligations of the Company WIC and Purchaser enforceable in accordance with their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other 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). (ii) Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the The execution and delivery of this Agreement and the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company WIC or any of its Subsidiaries Purchaser under, any provision of (A) the Certificate of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its SubsidiariesWIC or Purchaser, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement to which the Company WIC or any of its Subsidiaries Purchaser is a party or is otherwise bound or any existing Approval applicable to the Company WIC or any of its Subsidiaries, Purchaser or (DC) assuming the Approvals referred to in Section 3.1(d)(iii3.2(b)(iii) are duly and timely obtained or made, any Law applicable to the Company WIC or any of its Subsidiaries Purchaser or any of their respective properties or assets, other than, in the case of clause (CB) or (DC), any such conflicts, violations, defaults, rights, losses, Liens or Laws that, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Material Adverse Effectmaterial adverse effect on WIC or Purchaser, (y) impair the ability of the Company WIC or Purchaser to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iii) No Approval of or from any Governmental Entity is required by or with respect to the Company WIC or any of its Subsidiaries Purchaser in connection with the execution and delivery of this Agreement or any other Transaction Document by the Company WIC or Purchaser or the consummation by the Company WIC or Purchaser of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company WIC and Purchaser under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; and (B) the filing of the Restated Certificate, the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of the Company WIC or Purchaser to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (ia) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, has and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders Company. The Board has approved the acquisition of the Company and has recommended to the Company's stockholders approval Shares and, upon any conversion of the Preferred Share IssuanceShares, the Warrant Issuance and issuance of the Restated CertificateUnderlying Shares by Purchaser hereunder. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and, subject and to receipt consummate each of the approval referred to in transactions and perform each of the next following sentence, to consummate the transactions obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, other than the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company as provided in Section 4.1. This Agreement has been, and at or prior to the Initial Closing and at any Option Closings, as applicable, the other Transaction Documents will be, duly executed and delivered by the Company and the Certificates of Designation have been duly adopted by the Board of Directors in accordance with applicable Law. Each of the Certificates of Designation and, assuming this Agreement and each of the other Transaction Documents to which Purchaser is a party constitute the valid, binding and enforceable obligations of the other parties thereto, constitute valid and binding obligations of Purchaser, this Agreement and each of the other Transaction Documents constitutes a valid and binding obligation of the Company enforceable in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar 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). (iib) Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the The execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a any material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (A) the Certificate of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its the Company's Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease lease, instrument, permit, concession, franchise, license or agreement other contract or agreement, arrangement or understanding to which the Company or any of its Subsidiaries is a party or otherwise is otherwise bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Subsidiaries, (C) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (D) assuming the Approvals referred to in Section 3.1(d)(iiiSECTION 3.4(c) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (B) (other than with respect to any material loan or credit agreement, note, bond, mortgage or indenture or any Material Contract or any plan or agreement providing for the payment of any benefit to directors, officers or employees of the Company or its subsidiaries), (C) or (D), any such conflicts, violations, defaults, rights, losses, Liens or Laws detriments, that, individually or in the aggregate, (x) have not had and could not reasonably be expected to (x) have a Material Adverse Effect, (y) have not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or respect, and (z) have not and could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions transactions, or performance of the obligations, contemplated by any of the Transaction Documents. (iiic) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; thereto (which filing and expiration or termination are not required for the Initial Closing), (B) the filing of the Restated Certificate, the Certificate Certificates of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation Law; , and (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained (1) has not had and could not reasonably be expected to have a Material Adverse Effect, (12) has not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or and (23) have not and could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (ia) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, has and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders Company. The Board has approved the issue and sale of the Company and has recommended to the Company's stockholders approval Shares and, upon any conversion of the Preferred Share IssuanceShares hereunder, the Warrant Issuance and issuance of the Restated CertificateCommon Stock issuable upon such conversion. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and, subject and to receipt consummate each of the approval referred to in transactions and perform each of the next following sentence, to consummate the transactions obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, other than the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company as provided in Section 4.1. This Agreement has been, and at or prior to the Closing and at any Option Closings, as applicable, the other Transaction Documents will be, duly executed and delivered by the Company and the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. The Statement of Resolution and, assuming this Agreement and each of the other Transaction Documents to which such Investor is a party constitute the valid, binding and enforceable obligations of the other parties thereto, constitute valid and binding obligations of such Investor, this Agreement and each of the other Transaction Documents constitutes a valid and binding obligation of the Company enforceable in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar 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). (iib) Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the The execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a any material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (Ai) the Certificate Articles of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its the Company’s Subsidiaries, (B) the Indenture, (Cii) any other loan or credit agreement, note, bond, mortgage, indenture, lease lease, instrument, permit, concession, franchise, license or agreement other contract or agreement, arrangement or understanding to which the Company or any of its Subsidiaries is a party or otherwise is otherwise bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (Div) assuming the Approvals referred to in Section 3.1(d)(iii3.4(c) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (C) or (D), any such conflicts, violations, defaults, rights, losses, Liens or Laws that, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Material Adverse Effect, (y) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iiic) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (B) for the filing of the Restated Certificate, the Certificate Statement of Designation and the Certificate of Cancellation with the Secretary of State of Delaware Resolution in accordance with Section 103 2.13 of the Delaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction DocumentsTexas Business Corporations Act. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (ia) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, has and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders Company. The Board has approved the sale of the Company and has recommended to the Company's stockholders approval Securities and, upon any exercise of the Preferred Share IssuanceWarrants or conversion of the Shares, the Warrant Issuance and issuance of the Restated CertificateUnderlying Shares to Purchaser hereunder. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and, subject and to receipt consummate each of the approval referred to in transactions and perform each of the next following sentence, to consummate the transactions obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, other than the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company as provided in Section 4.1. This Agreement has been, and and, subject to the completion of the Closing, at the Closing the Warrants and at any Option Closings, as applicable, the other Transaction Documents Registration Rights Agreement will be, duly executed and delivered by the Company Company, and the Certificate of Designation has been duly adopted by the Board of Directors in accordance with applicable Law. The Certificate of Designation (upon the filing of the same with the Delaware Secretary of State) and, assuming this Agreement and each of the other Transaction Documents to which Purchaser is a party constitute the valid, binding and enforceable obligations of the other parties thereto, constitute valid and binding obligations of Purchaser, this Agreement and each of the Warrants and the Registration Rights Agreement, constitutes a valid and binding obligation of the Company enforceable in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar 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). (iib) Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the The execution and delivery of this Agreement and each of the other Transaction Documents Warrants and the Registration Rights Agreement, and the adoption of the Certificate of Designation, does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a any material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the material properties or assets of the Company or any of its Material Subsidiaries under, or otherwise result in a material detriment to the Company or its Material Subsidiaries under, any provision of (A) the Certificate of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its the Company's Material Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease lease, instrument, permit, concession, franchise, license or agreement other contract or agreement, arrangement or understanding to which the Company or any of its Material Subsidiaries is a party or otherwise is otherwise bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Material Subsidiaries, (C) any joint venture or other ownership arrangement to which the Company or any of its Material Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (D) assuming the Approvals referred to in Section 3.1(d)(iii3.4(c) are duly and timely obtained or made, any Law or -------------- Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (B) (other than with respect to any material loan or credit agreement, note, bond, mortgage or indenture or any Material Contract), (C) or (D), any such conflicts, failures to obtain consents, violations, defaults, rights, losses, Liens or Laws detriments, that, individually or in the aggregate, (x) have not had and could not reasonably be expected to (x) have a Material Adverse Effect, (y) have not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or respect, and (z) have not and could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions transactions, or performance of any of the obligations of the Company contemplated by any of the Transaction Documents. (iiic) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the possible filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; thereto in connection with the issuance of Underlying Shares (but not in order to consummate the Closing), (B) the filing of the Restated Certificate, the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with the requirements of Section 103 of the Delaware General Corporation Law; Law and (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained (1) has not had and could not reasonably be expected to have a Material Adverse Effect, (12) has not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or and (23) have not and could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (ia) The Board has approved by a vote of not less than a majority of the "Continuing Directors" (as defined in the Company's Certificate of Incorporation) holding office as of such date expressly approved, in advance of the acquisition of the Notes, the Underlying Shares and such other acquisition of the Company's securities as are contemplated by this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and, subject and to receipt consummate each of the approval referred to in transactions and perform each of the next following sentence, to consummate the transactions obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, other than the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company as provided in Section 4.1. This Agreement has been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents will be, have been duly executed and delivered by the Company andexcept the Notes, assuming which will be duly executed and delivered by the Company upon payment of the Purchase Price therefor. Assuming this Agreement and each of the other Transaction Documents to which Purchasers are a party constitute the valid, binding and enforceable obligations of the other parties thereto, constitute valid and binding obligations of Purchasers, this Agreement and each of the other Transaction Documents constitutes or in the case of the Notes, when issued and delivered will constitute, a valid and binding obligation of the Company enforceable in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar 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). (iib) Except as set forth in Schedule 3.1(d)(ii3.4(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, under any provision of (A) the Certificate of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its the Company's Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other contract or agreement arrangement or understanding to which the Company or any of its Subsidiaries is a party or otherwise is otherwise bound or any existing Approval applicable to the Company or by which any of its Subsidiaries, them or their respective properties are bound or (DC) assuming the Approvals referred to in Section 3.1(d)(iii3.4(c) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (CB) or (DC), any such conflicts, violations, defaults, rights, losses, Liens or Laws detriments, that, individually or in the aggregate, have not and (x) could not reasonably be expected to (x) have a Material Adverse Effect, (y) could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or respect, and (z) could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions transactions, or performance of the obligations, contemplated by any of the Transaction Documents. (iiic) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (B) the filing of the Restated Certificate, the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (GB) any such Approvals the failure of which to be made or obtained has not and (1) could not reasonably be expected to have a Material Adverse Effect, (12) could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or and (23) could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (ia) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, has and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders Company. The Board has approved the issue and sale of the Company and has recommended to the Company's stockholders approval Shares and, upon any conversion of the Preferred Share IssuanceShares hereunder, the Warrant Issuance and issuance of the Restated CertificateCommon Stock issuable upon such conversion. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents and, subject and to receipt consummate each of the approval referred to in transactions and perform each of the next following sentence, to consummate the transactions obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, other than the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company as provided in Section 4.1. This Agreement has been, and at or prior to the Closing and at any Option Closings, as applicable, the other Transaction Documents will be, duly executed and delivered by the Company and the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. The Statement of Resolution and, assuming this Agreement and each of the other Transaction Documents to which such Investor is a party constitute the valid, binding and enforceable obligations of the other parties thereto, constitute valid and binding obligations of such Investor, this Agreement and each of the other Transaction Documents constitutes a valid and binding obligation of the Company enforceable in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar 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). (iib) Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the The execution and delivery of this Agreement and each of the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, require the consent of any other Person to or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a any material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (Ai) the Certificate Articles of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its the Company's Subsidiaries, (B) the Indenture, (Cii) any other loan or credit agreement, note, bond, mortgage, indenture, lease lease, instrument, permit, concession, franchise, license or agreement other contract or agreement, arrangement or understanding to which the Company or any of its Subsidiaries is a party or otherwise is otherwise bound or by which any of them or their respective properties are bound or any existing Approval applicable to the Company or any of its Subsidiaries, (iii) any joint venture or other ownership arrangement to which the Company or any of its Subsidiaries is a party or otherwise is bound or by which any of them or their respective properties are bound or (Div) assuming the Approvals referred to in Section 3.1(d)(iii3.4(c) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (C) or (D), any such conflicts, violations, defaults, rights, losses, Liens or Laws that, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Material Adverse Effect, (y) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iiic) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (B) for the filing of the Restated Certificate, the Certificate Statement of Designation and the Certificate of Cancellation with the Secretary of State of Delaware Resolution in accordance with Section 103 2.13 of the Delaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction DocumentsTexas Business Corporations Act. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (ia) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate. The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other Transaction Documents and, subject to receipt of the approval referred to in the next following sentence, to consummate the transactions contemplated hereby and therebyperform its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company and the other Transaction Documents and consummation by the Company of the Transactions, including the consummation of the transactions contemplated hereby and thereby Merger, have been duly authorized by all necessary corporate action on the part of the Company, other than the approval subject, with respect to consummation of the Preferred Share IssuanceMerger, to (i) the Warrant Issuance Company Stockholder Approval and (ii) the Restated Certificate by the Requisite Votes filing of the stockholders Articles of Merger with the Company as provided in Section 4.1Maryland Department. This Agreement has been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents will be, been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Pxxxxx and the other Transaction Documents constitute the validMerger Sub, binding and enforceable obligations of the other parties thereto, constitute constitutes a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws 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 Proceeding in equity or at lawlaw (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held unanimously, (i) determined that this Agreement, the Voting Agreement, and the Transactions, including the Merger, are in the best interests of the Company, (ii) approved this Agreement and the Voting Agreement and declared that the Transactions, including the Merger, are advisable, (iii) directed that the Merger and the other Transactions be submitted to the holders of Company Class B Common Stock for consideration at the Company Stockholders Meeting, and (iv) resolved to make the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or withdrawn or modified in any way. The Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions. (iib) Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the The execution and delivery of this Agreement and the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof Transactions will not, conflict with, or result in any violation of or default not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (A) the Certificate of Incorporation or Bylaws of the any Company or any provision of the comparable charter or organizational documents of any of its Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease or agreement Contract to which the Company or any of its Subsidiaries is a party or is otherwise bound or any existing Approval applicable to by which the Company or any of its SubsidiariesSubsidiaries or their respective properties or assets are bound, or (Diii) assuming the Approvals Consents referred to in Section 3.1(d)(iii) 4.4 are duly and timely obtained or mademade and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause clauses (Cii) or and (Diii), any such contraventions, conflicts, violations, defaults, rightsacceleration, losses, or Liens or Laws thatthat would not reasonably be expected to have, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Company Material Adverse Effect, (y) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iii) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (B) the filing of the Restated Certificate, the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (i) The Board has approved this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate, in each case by unanimous vote of the Board members present at the meeting of the Board at which such actions were taken. The Company has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents and, subject to receipt of the approval referred to in the next following sentence, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, other than the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes of the stockholders of the Company as provided in Section 4.1. This Agreement has been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents will be, duly executed and delivered by the Company and, assuming this Agreement and the other Transaction Documents constitute the valid, binding and enforceable obligations of the other parties thereto, constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other 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). (ii) Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the execution and delivery of this Agreement and the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (A) the Certificate of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease or agreement to which the Company or any of its Subsidiaries is a party or is otherwise bound or any existing Approval applicable to the Company or any of its Subsidiaries, or (D) assuming the Approvals referred to in Section 3.1(d)(iii) are duly and timely obtained or made, any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (C) or (D), any such conflicts, violations, defaults, rights, losses, Liens or Laws that, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Material Adverse Effect, (y) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iii) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (B) the filing of the Restated Certificate, the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (ia) The Board has approved this Agreement, the other Transaction Documents Stockholders' Agreement and the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and the Stockholders' Agreement and the transactions contemplated hereby and thereby, has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate. The Company has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents and, subject to receipt of the approval referred to in the next following sentence, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (1) have been duly authorized by all necessary corporate action on the part of the Company, other than ; (2) do not contravene the approval terms of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate by the Requisite Votes certificate of the stockholders incorporation or bylaws of the Company as provided in Section 4.1. This Agreement has been, or the organizational documents of its Subsidiaries; and at the Closing and at any Option Closings, as applicable, the other Transaction Documents will be, duly executed and delivered by the Company and, assuming this Agreement and the other Transaction Documents constitute the valid, binding and enforceable obligations of the other parties thereto, constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other 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). (ii3) Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the execution and delivery of this Agreement and the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, do not violate or result in any violation breach or contravention of, a default under, or an acceleration of any obligation under or default the creation (with or without notice or notice, lapse of time, time or both) of any Lien under, any Contractual Obligation of the Company or its Subsidiaries or any Requirement of Law applicable to the Company or its Subsidiaries. No event has occurred and no condition exists that (upon notice or the passage of time or both) would constitute, or give rise to: (1) any breach, violation, default, change of control or right to a right of termination, cancellation cause the Company to repurchase or acceleration of any material obligation or to the loss of a material benefit redeem under, or give rise to a right of purchase or "put" right under, or result in the creation of ; (2) any Lien upon any of on the properties or assets of the Company or any of its Subsidiaries under; (3) any termination right of any part under; or (4) any change or acceleration in the rights or obligations of any party under, any provision of (A) the Certificate of Incorporation or Bylaws Contractual Obligation of the Company or any provision of the comparable charter or organizational documents of any of its Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease or agreement to which the Company Subsidiaries or any Order or Requirement of its Subsidiaries is a party or is otherwise bound or any existing Approval Law applicable to the Company or any of its Subsidiaries, or (D) assuming the Approvals referred to in Section 3.1(d)(iii) are duly and timely obtained or made, any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (C) or (D), except for any such conflictsbreach, violationsviolation, defaultsdefault, rightsacceleration, losses, Liens creation or Laws thatchange that does not, individually or in the aggregate, have not and could not reasonably be expected to (x) have a Material Adverse Effect, (y) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iiib) No Approval of or from any Governmental Entity is required by or with respect to the Company or any other Person in respect of its Subsidiaries any Requirement of Law, Contractual Obligation or otherwise, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Shares) by the Company, or enforcement against the Company, of this Agreement or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) for the filing of a notification report by the Company under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; . (Bc) This Agreement has been, and the filing Stockholders' Agreement when executed and delivered will be, duly executed and delivered by the Company and constitutes, or will constitute, the legal, valid and binding obligation of the Restated Certificate, Company enforceable against the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware Company in accordance with Section 103 of the Delaware General Corporation Law; (C) the filing with the SEC of (1) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals the failure of which to be made or obtained has not and could not reasonably be expected to (1) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documentsterms. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.

Authority; No Violations; Approvals. (i) The Board has approved this Agreement, the other Transaction Documents Agreement and each of the transactions contemplated hereby hereby, and thereby, has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby Agreement to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate. The Company has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents and, subject to receipt of the approval referred to in the next following sentence, to consummate each of the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the other Transaction Documents and the consummation of each of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, other than the approval of the Preferred issuance of the Conversion Shares (the "Share Issuance, the Warrant Issuance and the Restated Certificate ") by the Requisite Votes a majority of the votes cast on such matter at the meeting of stockholders of the Company called for such purposes as provided in Section 4.14.2. This Agreement has been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents will be, been duly executed and delivered by the Company and, assuming this Agreement and constitutes the other Transaction Documents constitute the valid, binding and enforceable obligations of the other parties thereto, constitute valid and binding obligations obligation of the Purchaser, constitutes a valid and binding obligation of Company enforceable in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other 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). (ii) Except as set forth in Schedule 3.1(d)(ii) of the Company Disclosure Schedule, the execution and delivery of this Agreement and the other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase or "put" right under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, or otherwise result in a material detriment to the Company or any of its Subsidiaries under, any provision of (A) the Certificate of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its Subsidiaries, (B) the Indenture, (C) any other loan or credit agreement, note, bond, mortgage, indenture, lease lease, other agreement or agreement to which the Company or any of its Subsidiaries is a party or is otherwise bound or any existing Approval applicable to the Company or any of its Subsidiaries, any joint venture or (D) other ownership arrangement or assuming the Approvals referred to in Section 3.1(d)(iii) are duly and timely obtained or made, any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (CB) or (D), any such conflicts, violations, defaults, rights, lossesLiens, Liens detriments, Laws or Laws Orders that, individually or in the aggregate, have not had and could not reasonably be expected to (x) have a Material Adverse EffectEffect on the Company, (y) impair the ability of the Company to perform its material obligations under any of the Transaction Documents in any material respect Documents, or (z) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iii) No Approval of or from any 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 or any other Transaction Document by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for: (A) if applicable, the filing of a notification report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act Act"), and the expiration or termination of the applicable waiting period with respect thereto; (B) thereto prior to the filing exercise of the Restated Certificate, the Certificate of Designation and the Certificate of Cancellation with the Secretary of State of Delaware in accordance with Section 103 of the Delaware General Corporation LawWarrants; (C) the filing with the SEC of (1x) a proxy statement in preliminary and definitive form relating to the Stockholders' Meeting meeting of the stockholders of the Company to be held in connection with the approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate (the "Proxy Statement") and (2y) such reports under Section 13(a) of the Exchange Act and such other compliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (D) such Approvals as are required under the Securities Act in connection with the registration rights granted to WIC and Purchaser under the Stockholder Agreement; (E) such Approvals as may be required by any applicable state securities or "blue sky" laws; (F) such Approvals as may be required by any foreign securities, corporate or other Laws; and (G) any such Approvals Approval the failure of which to be made or obtained has not had and could not reasonably be expected to (1) impair the ability of the Company to perform its material obligations under any of the Transaction Documents in any material respect or (2) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iv) The Company has received the executed, irrevocable resignation of each of Xxxxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxxx and Xxxx X. Xxxxxxx III, from the Board (and, in the case of Xx. Xxxxx, from the offices of President and Chief Executive Officer), in each case effective immediately following the Closing on the Closing Date.