Common use of Authority; Non-Contravention Clause in Contracts

Authority; Non-Contravention. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution and delivery of and performance by the Company under this Agreement and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

Authority; Non-Contravention. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining approval of this Agreement by the Company Shareholder Approvalstockholders of the Company, to perform its obligations hereunder and to consummate the TransactionsMerger and the transactions contemplated by this Agreement. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests delivery of this Agreement by the Company and its shareholders for the consummation by the Company to enter into this Agreement, (ii) adopting of the Merger and the transactions contemplated by this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company, subject only to the receipt of the Stockholder Approval. The only vote of the stockholders of the Company is necessary to authorize approve this Agreement, the execution Related Agreements, and delivery of and performance the transactions contemplated by the Company under this Agreement and the consummation by it of Related Agreements is the TransactionsStockholder Approval. This Agreement The Company has been duly executed and delivered by this Agreement and (assuming the Company and, assuming due valid authorization, execution and delivery hereof of this Agreement by the other parties heretoParent and Sub, as applicable) this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or applicability relating to the enforcement of or affecting creditors’ rights generally and general equity principles. The Board of Directors has unanimously determined that the transactions contemplated by this Agreement, including the Merger, and the Related Agreements, are advisable and fair to, and in the best interest of, the Company and its stockholders, adopted this Agreement, approved the execution of this Agreement, approved and declared advisable the Merger, and resolved to recommend adoption of this Agreement by the holders of shares of Company Common Stock (ii) is subject to general principles of equity, whether considered its right to change its recommendation in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”accordance with this Agreement).

Authority; Non-Contravention. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement and, subject to obtaining and the Company Shareholder Approval, other Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting this Agreement and approving the Company’s execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, and the consummation by it of the Transactions, have been duly authorized by the Board and the Board has duly reserved (x) the shares of Preferred Stock to be issued in accordance with the terms and conditions of the Certificate of Designations and (iiiy) resolving the shares of Common Stock to recommend that the shareholders be issued upon any conversion of the Company approve this Agreement and directing that this Agreement be submitted to the shareholders shares of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”)Preferred Stock into Common Stock. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no No other corporate action on the part of the Company or its stockholders is necessary to authorize the execution and execution, delivery of and performance by the Company under of this Agreement and the other Transaction Documents and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties heretoInvestor, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

Authority; Non-Contravention. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement and, subject to obtaining and the Company Shareholder Approval, other Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting this Agreement and approving the Company’s execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, and the consummation by it of the Transactions, have been duly authorized by the Board and the Board has duly reserved (x) the shares of Preferred Stock to be issued in accordance with the terms and conditions of the Certificate of Designations and (iiiy) resolving the shares of Common Stock to recommend that the shareholders be issued upon any conversion of the Company approve this Agreement and directing that this Agreement be submitted to the shareholders shares of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”)Preferred Stock into Common Stock. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no No other corporate action on the part of the Company or its stockholders is necessary to authorize the execution and execution, delivery of and performance by the Company under of this Agreement and the other Transaction Documents and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties heretoInvestors, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

Authority; Non-Contravention. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting this the Transaction Option Agreement and approving the Company’s executionStockholders' Agreement and, subject to the Company Stockholder Approvals (as defined below), to consummate the transactions contemplated hereby and thereby. The execution and delivery and performance of this Agreement, the Transaction Option Agreement and the Stockholders' Agreement and the consummation of the Transactions, transactions contemplated hereby and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a thereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary Company, subject only to authorize the execution approval and delivery adoption of and performance by the Company under this Agreement and the consummation by it approval of the TransactionsMerger by Company's stockholders (the "Company Stockholder Approvals") pursuant to the DGCL and the filing of the Certificate of Merger pursuant to the DGCL. The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock is sufficient for the Company's stockholders to approve and adopt this Agreement and approve the Merger, and no other approval of any holder of any securities of the Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has and the Transaction Option Agreement have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitute the other parties hereto, constitutes a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws . There is no vote of general application affecting the holders of any class or relating series of the Company's securities necessary to approve the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”)Transaction Option Agreement.

Authority; Non-Contravention. (a) The Company has all necessary corporate requisite limited liability company power and authority to execute and deliver enter into this Agreement and, subject to obtaining and the other Company Shareholder Approval, to perform its obligations hereunder Transaction Documents and to consummate the Transactions. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the other Company Transaction Documents by the Company and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a Transactions have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate authorized by all necessary limited liability company action on the part of the Company. Each Company is necessary Transaction Document has been, or prior to authorize the execution and delivery of and performance by the Company under this Agreement and the consummation by it of the Transactions. This Agreement has been Closing Date will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof of such Company Transaction Document by the other parties hereto, constitutes a legal, the valid and binding obligation of the Company, Company enforceable against the Company in accordance with its termsterms subject only to the effect, except that such enforceability if any, of (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium applicable bankruptcy and other similar laws Applicable Law affecting the rights of general application affecting or relating to the enforcement of creditors’ rights creditors generally and (ii) is rules of law governing specific performance, injunctive relief and other equitable remedies. The sole manager of the Company, by resolutions duly adopted (and not thereafter modified or rescinded) has (i) declared that this Agreement and the Transactions, upon the terms and subject to general principles the conditions set forth herein, advisable, fair to and in the best interests of equitythe Company and the Company member, whether considered (ii) approved this Agreement in a proceeding at law or in equity accordance with Applicable Law and (iii) directed that the “Bankruptcy adoption of this Agreement and Equity Exception”)approval of the Transactions be submitted to the sole member of the Company for consideration and recommended that the sole member of the Company adopt this Agreement and approve the Transactions.

Authority; Non-Contravention. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is The Board of Directors of the Company has approved the Operative Documents and determined the Operating Documents to be in the best interests of the Company Shareholders pursuant to the terms hereof and its shareholders for thereof. The Company has the Company requisite corporate power and authority to enter into this Agreementthe Operative Documents and, subject to obtaining the requisite approval of the Merger and the Operative Documents by the Company Shareholders as required by the WBCA (ii) adopting this Agreement the "Company Shareholder Approval"), to consummate the transactions ---------------------------- contemplated hereby and approving thereby. The execution and delivery of the Company’s execution, delivery and performance of this Agreement Operative Documents by the Company and the consummation by the Company of the Transactions, transactions contemplated hereby and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a thereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary Company, subject to authorize the execution and delivery of and performance by the Company under this Agreement and the consummation by it of the TransactionsShareholder Approval. This Agreement has The Operative Documents have been duly and validly executed and delivered by the Company and, assuming due authorization, execution authorization and delivery hereof by Itron and the other parties heretoCombination Company, constitutes a legal, constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, except that (x) such enforceability (i) enforcement may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general application affecting or judicial decisions now or hereafter in effect relating to the enforcement of creditors’ ' rights generally and (ii) is subject to the application of general principles of equity, whether considered in a (y) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding at law therefor may be brought, and (z) the enforceability of any indemnification provision contained herein may be limited by applicable federal or in equity (the “Bankruptcy and Equity Exception”)state securities laws.

Authority; Non-Contravention. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously [unanimously] adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, Transactions and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution and delivery of and performance by the Company under this Agreement and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

Authority; Non-Contravention. (a) The Board of Directors of the Company has all necessary corporate power and authority to execute and deliver unanimously approved this Agreement and, subject and determined that the Merger is fair to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for stockholders, and the Company has all requisite corporate power and authority to enter into this AgreementAgreement and, (ii) adopting this Agreement and approving subject to approval of the Merger by the stockholders of the Company’s execution, to consummate the transactions contemplated hereby. The execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary Company, subject to authorize such approval of the execution and delivery of and performance Merger by the Company under this Agreement and the consummation by it stockholders of the TransactionsCompany. This Agreement has been duly executed and delivered by the Company and, and (assuming due the valid authorization, execution and delivery hereof of this Agreement by the other parties hereto, Purchaser and NEWCO) constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that such enforceability ; (i) except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general application affecting or relating to the enforcement of creditors’ ' rights generally generally; and (ii) is subject to general principles of equity. Except as set forth in the Company Disclosure Letter, whether considered the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof 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 proceeding at law right of termination, cancellation or acceleration of any obligation, contractually require any offer to purchase or any prepayment of any debt, contractually require the payment of (or result in the vesting of) any severance, golden parachute, change of control or similar type of payment, or give rise to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Articles of Incorporation or Bylaws of the Company (true and complete copies of which as of the date hereof have been delivered to the Purchaser) or the comparable charter or organization documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, concession, franchise or license applicable to the Company or any of its Subsidiaries or (iii) subject to the governmental filings and other matters referred to in the following sentence and approval of this Agreement by the Company's stockholders, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, offers, prepayments, payments, losses, liens, security interests, charges or encumbrances that would not have a Material Adverse Effect on the Company. Copies of all contracts, agreements, instruments or other documents referred to in the Company Disclosure Letter pursuant to this Section 3.5 have been furnished or made available to the Purchaser. The Company Disclosure Letter lists the amounts payable or that will or may become payable to directors, officers or employees or former directors, officers or employees of the Company and its Subsidiaries as a result of the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory or administrative agency, authority or tribunal (a "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 by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) in connection or in equity compliance with the provisions of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act"), (ii) the filing of the Certificate of Merger with the Delaware Secretary of State and the Virginia Commission, and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) such filings and approvals as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “Bankruptcy "HSR Act"), (iv) such filings and Equity Exception”)approvals as may be required by any applicable state securities or "blue sky" laws or state takeover laws, and (v) such other consents, orders, authorizations, registrations, approvals, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

Authority; Non-Contravention. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, and to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and heldheld at which a quorum was present, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting this Agreement and approving the Company’s execution, delivery and performance of this Agreement, (ii) determining that entering into this Agreement is in the best interest of the Company and its stockholders, (iii) declaring this Agreement and the consummation of the Transactions, transactions contemplated herein advisable and (iiiiv) resolving to recommend recommending that the shareholders of Company’s stockholders accept the Company approve this Agreement Offer and directing that this Agreement be submitted to tender their Shares into the shareholders of Offer (the Company for approval at a duly held meeting of such shareholders for such purpose resolution adopted as contemplated by the foregoing clause (iv), the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approvalany action required pursuant to Section 2.9(d), no other corporate action on the part of the Company is necessary to authorize authorize, adopt or approve, as applicable, this Agreement or to consummate the execution Merger and delivery the other transactions contemplated by this Agreement (except for the filing of and performance the appropriate merger documents as required by the Company under this Agreement and the consummation by it of the TransactionsDGCL). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

Authority; Non-Contravention. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, Transactions and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and the plan of merger set forth in this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution and delivery of and performance by the Company under this Agreement and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

Authority; Non-Contravention. (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The Company Board, at a meeting duly called execution and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into this Agreement, (ii) adopting this Agreement and approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of Company, subject only to the Company is necessary to authorize the execution approval and delivery adoption of and performance by the Company under this Agreement and the consummation by it approval of the TransactionsMerger by Company’s stockholders (the “Company Stockholder Approvals”) and the filing of the Certificate of Merger pursuant to D.G.C.L. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is sufficient for Company’s stockholders to approve and adopt this Agreement and approve the Merger, and no other approval of any holder of any securities of Company is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoParent and Merger Sub, constitutes a legal, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general application laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally generally, and (ii) is the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity, whether considered in a the court before which any proceeding at law or in equity (the “Bankruptcy and Equity Exception”)therefore may be brought.

Authority; Non-Contravention. (a) The Board of Directors of the Company has all necessary corporate power and authority to execute and deliver unanimously approved this Agreement and, subject and determined that the Merger is fair to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for stockholders, and the Company has all requisite corporate power and authority to enter into this AgreementAgreement and, (ii) adopting this Agreement and approving subject to approval of the Merger by the stockholders of the Company’s execution, to consummate the transactions contemplated hereby. The execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions, and (iii) resolving to recommend that the shareholders of the Company approve this Agreement and directing that this Agreement be submitted to the shareholders of the Company for approval at a transactions contemplated hereby have been duly held meeting of such shareholders for such purpose (the “Company Board Recommendation”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for obtaining the Company Shareholder Approval, no other authorized by all necessary corporate action on the part of the Company is necessary Company, subject to authorize such approval of the execution and delivery of and performance Merger by the Company under this Agreement and the consummation by it stockholders of the TransactionsCompany. This Agreement has been duly executed and delivered by the Company and, and (assuming due the valid authorization, execution and delivery hereof of this Agreement by the other parties hereto, Purchaser and NEWCO) constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that such enforceability ; (i) except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general application affecting or relating to the enforcement of creditors’ ' rights generally generally; and (ii) is subject to general principles of equity. Except as set forth in the Company Disclosure Letter, whether considered the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof 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 proceeding at law right of termination, cancellation or acceleration of any obligation, contractually require any offer to purchase or any prepayment of any debt, contractually require the payment of (or result in equity the vesting of) any severance, golden parachute, change of control or similar type of payment, or give rise to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the “Bankruptcy Articles of Incorporation or Bylaws of the Company (true and Equity Exception”complete copies of which as of the date hereof have been delivered to the Purchaser) or the comparable charter or organization documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, concession, franchise or license applicable to the Company or any of its Subsidiaries or (iii) subject to the governmental filings and other matters referred to in the following sentence and approval of this Agreement by the Company's stockholders, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) or (iii)., any such conflicts, violations, defaults, rights, offers,