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

Authority; No Violations; Consents and Approvals. (i) The Board of Directors of NDS has approved the Merger and this Merger Agreement, by vote of the directors with no negative vote, and declared the Merger and this Merger Agreement to be in the best interests of the stockholders of NDS. The directors of NDS have advised NDS and UEC that they intend to vote or cause to be voted all of the shares of NDS Common Stock for which they have voting power in favor of approval of the Merger and this Merger Agreement. NDS has all requisite corporate power and authority to enter into this Merger Agreement and, subject, with respect to consummation of the Merger, to approval of this Merger Agreement and the Merger by the stockholders of NDS in accordance with the DGCL, to consummate the transactions contemplated hereby. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of NDS, subject, with respect to consummation of the Merger, to approval of this Merger Agreement and the Merger by the stockholders of NDS in accordance with the DGCL. This Merger Agreement has been duly executed and delivered by NDS and, subject, with respect to consummation of the Merger, to approval of this Merger Agreement and the Merger by the stockholders of NDS in accordance with the DGCL, and assuming this Merger Agreement constitutes the valid and binding obligation of UEC and Sub, constitutes a valid and binding obligation of NDS enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or effecting creditors' rights and to general principles of equity and limitations imposed on indemnity obligations by applicable federal and state securities laws.

Authority; No Violations; Consents and Approvals. (i) The Board of Directors of NDS MAI has approved the Merger and this Merger Agreement, by vote of the directors with no negative vote, and declared the Merger and has resolved to deem this Merger Agreement to be and the transactions contemplated hereby, including the Merger, advisable and fair to, and in the best interests of of, MAI and the stockholders of NDSStockholder. The directors of NDS have advised NDS and UEC that they intend to vote or cause to be voted all of the shares of NDS Common Stock for which they have voting power in favor of approval of the Merger and this Merger Agreement. NDS MAI has all requisite corporate power and authority to enter into this Merger Agreement and, subject, with respect to consummation of the Merger, to approval of this Merger Agreement and the Merger by the stockholders of NDS in accordance with the DGCL, to consummate the transactions contemplated hereby. The execution and delivery of this Merger Agreement and each of the agreements required to be executed in connection therewith and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of NDS, subject, with respect to consummation of the Merger, to approval of this Merger Agreement and the Merger by the stockholders of NDS in accordance with the DGCLMAI. This Merger Agreement has and each of the agreements required to be executed in connection therewith have been duly executed and delivered by NDS and, subject, with respect to consummation of the Merger, to approval of this Merger Agreement MAI and the Merger by the stockholders of NDS in accordance with the DGCL, and assuming this Merger Agreement constitutes the valid and binding obligation of UEC and Sub, constitutes a valid and binding obligation of NDS MAI enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or effecting creditors' rights and to general principles of equity and limitations imposed on indemnity obligations by applicable federal and state securities laws. This Merger Agreement and each of the agreements required to be executed in connection therewith have been duly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or effecting creditors' rights and to general principles of equity and limitations imposed on indemnity obligations by applicable federal and state securities laws.

Authority; No Violations; Consents and Approvals. (i) The Board Each of Directors of NDS has approved the AFH, TMP Merger Sub and this AFH Merger Agreement, by vote of the directors with no negative vote, and declared the Merger and this Merger Agreement to be in the best interests of the stockholders of NDS. The directors of NDS have advised NDS and UEC that they intend to vote or cause to be voted all of the shares of NDS Common Stock for which they have voting power in favor of approval of the Merger and this Merger Agreement. NDS Sub has all requisite corporate power and authority to enter into execute and deliver this Merger Agreement and, subject, with respect to consummation of the Merger, to approval of this Merger Agreement and the Merger by the stockholders of NDS in accordance with the DGCL, to consummate the transactions contemplated hereby. The affirmative vote of the sole stockholder of TMP Merger Sub (the “Required TMP Merger Sub Vote”) is necessary to approve and adopt this Agreement and to consummate the transactions contemplated hereby (including the TMP Merger). The execution and delivery of this Merger Agreement and each of the agreements required to be executed in connection therewith and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of NDSAFH, subject, with respect to consummation TMP Merger Sub and AFH Merger Sub. This Agreement and each of the Merger, agreements required to approval of this Merger Agreement and the Merger by the stockholders of NDS be executed in accordance with the DGCL. This Merger Agreement has connection therewith have been duly executed and delivered by NDS andAFH, subject, with respect to consummation of the Merger, to approval of this TMP Merger Agreement Sub and the AFH Merger by the stockholders of NDS in accordance with the DGCL, Sub and assuming this Merger Agreement constitutes the valid and binding obligation of UEC and Sub, constitutes a valid and binding obligation of NDS each of AFH, TMP Merger Sub and AFH Merger Sub enforceable in accordance with its terms, except subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or effecting creditors' ’ rights and to general principles of equity and limitations imposed on indemnity obligations by applicable federal and state securities lawsLaws.

Authority; No Violations; Consents and Approvals. (i) The Board Each of Directors of NDS has approved the AFH and AFH Merger and this Merger Agreement, by vote of the directors with no negative vote, and declared the Merger and this Merger Agreement to be in the best interests of the stockholders of NDS. The directors of NDS have advised NDS and UEC that they intend to vote or cause to be voted all of the shares of NDS Common Stock for which they have voting power in favor of approval of the Merger and this Merger Agreement. NDS Sub has all requisite corporate power and authority to enter into execute and deliver this Merger Agreement and, subject, with respect to consummation of the Merger, to approval of this Merger Agreement and the Merger by the stockholders of NDS in accordance with the DGCL, to consummate the transactions contemplated hereby. The affirmative vote of the sole stockholder of AFH Merger Sub (the “Required AFH Merger Sub Vote”) is necessary to approve and adopt this Agreement and to consummate the transactions contemplated hereby (including the Merger). The execution and delivery of this Merger Agreement and each of the agreements required to be executed in connection therewith and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of NDSAFH and AFH Merger Sub, subject, with respect except that the Required AFH Merger Sub Vote will take place after execution and delivery hereof and prior to consummation the Effective Time. This Agreement and each of the Merger, agreements required to approval of this Merger Agreement and the Merger by the stockholders of NDS be executed in accordance with the DGCL. This Merger Agreement has connection therewith have been duly executed and delivered by NDS and, subject, with respect to consummation of the Merger, to approval of this AFH and AFH Merger Agreement Sub and the Merger by the stockholders of NDS in accordance with the DGCL, and assuming this Merger Agreement constitutes the constitute valid and binding obligation obligations of UEC each of AFH and Sub, constitutes a valid and binding obligation of NDS AFH Merger Sub enforceable in accordance with its their terms, except subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or effecting creditors' ’ rights and to general principles of equity and limitations imposed on indemnity obligations by applicable federal and state securities lawsLaws.

Authority; No Violations; Consents and Approvals. (i) The Board of Directors of NDS Javelin has approved the Merger and this Merger Agreement, by vote of the directors with no negative vote, and declared the Merger and has resolved to deem this Merger Agreement to be and the transactions contemplated hereby, including the Merger, advisable and fair to, and in the best interests of the stockholders of NDSof, Javelin and its stockholders. The directors of NDS have advised NDS and UEC that they intend to vote or cause to be voted all of the shares of NDS Common Stock for which they have voting power in favor of approval of the Merger and this Merger Agreement. NDS Javelin has all requisite corporate power and authority to enter into this Merger Agreement and, subject, with respect to consummation of the Merger, to approval of this Merger Agreement and the Merger by the stockholders of NDS in accordance with the DGCL, to consummate the transactions contemplated hereby. The execution and delivery of this Merger Agreement and each of the agreements required to be executed in connection therewith and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of NDS, subject, with respect to consummation of the Merger, to approval of this Merger Agreement and the Merger by the stockholders of NDS in accordance with the DGCLJavelin. This Merger Agreement has and each of the agreements required to be executed in connection therewith have been duly executed and delivered by NDS Javelin and, subject, with respect to consummation of the Merger, to approval of assuming this Merger Agreement and each of the Merger by the stockholders of NDS agreements required to be executed in accordance with the DGCL, and assuming this Merger Agreement connection therewith constitutes the valid and binding obligation of UEC NYFIX and Merger Sub, constitutes a valid and binding obligation of NDS Javelin enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or effecting creditors' rights and to general principles of equity and limitations imposed on indemnity obligations by applicable federal and state securities laws.