Common use of Authority of the Company Clause in Contracts

Authority of the Company. (a) The Company has all necessary right, authority and power to enter into this Agreement and each other agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement or in connection with the Transactions including, without limitation, the Loan Agreement (as defined below), the Note (as defined below) the Security Agreement (as defined below) and the Pledge Agreement (as defined below) (collectively the “Transaction Documents”), and to perform its obligations under the Transaction Documents. The execution, delivery and performance by the Company of this Agreement and each such other Transaction Document and the consummation of the Transactions have been duly authorized by all necessary action of the Company and no other corporate proceedings on the part of the Company are required in connection therewith. (b) This Agreement has been duly and validly executed and delivered by the Company. This Agreement and each other Transaction Document constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their respective terms. Except as set forth in the Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement and each other Transaction Document and the consummation of the Transactions: (i) do not and will not violate any provision of the Certificate of Incorporation (except with respect to the conversion of the Note until compliance with section 5.2 hereof) or By-laws of the Company; (ii) do not and will not violate any laws of the United States, or any state or other jurisdiction applicable to the Company, or require the Company to obtain any approval, consent or waiver of, or make any filing with, any Person (governmental or otherwise); and (iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company’s assets or the Shares, or result in the acceleration or vesting of any rights of any third party in agreements with the Company or any Subsidiary or otherwise. (c) Pursuant to Article XII of the Company’s Certificate of Incorporation, the Company has elected not to be governed by Section 203 of the Delaware General Corporation Law (the “DGCL”). The Board of Directors of the Company has approved the Transactions. The Company has heretofore furnished to Buyer a true and correct copy of the resolutions duly adopted by the Board on May 13, 2003 and the resolutions are in full force and effect on the date hereof. Therefore, Section 203 of the DGCL does not apply with respect to or as a result of this Agreement or any of the Transactions. (d) No vote of the holders of any class of the Company’s capital stock is necessary to approve this Agreement and the Transactions.

Authority of the Company. (a) The Company has all necessary full right, power and authority and power to enter into this Agreement and each other agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or will when executed and delivered constitute, and, assuming due authorization, execution and delivery by the Buyer, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in connection with the Transactions including, without limitation, the Loan Agreement equity). (as defined below), the Note (as defined belowb) the Security Agreement (as defined below) and the Pledge Agreement (as defined below) (collectively the “Transaction Documents”), and to perform its obligations under the Transaction Documents. The execution, delivery and performance by the Company of this Agreement and each such other Transaction Document agreement, document and the consummation of the Transactions have been duly authorized instrument contemplated by all necessary action of the Company and no other corporate proceedings on the part of the Company are required in connection therewith. (b) This Agreement has been duly and validly executed and delivered by the Company. This Agreement and each other Transaction Document constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their respective terms. Except as set forth in the Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement and each other Transaction Document and the consummation of the Transactionsto which it is a party: (i) do not and will not violate any provision of the Certificate articles of Incorporation organization (except with respect to the conversion or certificate of the Note until compliance with section 5.2 hereofformation, as applicable) or By-laws limited liability company agreement or bylaws or charter of any Company Entity, and do not and will not violate any resolution adopted by the Companymembers, shareholders, or governing body of any Company Entity; (ii) do not and will not violate any laws Laws of the United States, or any state or other jurisdiction applicable to the Companyany Company Entity, or require the either any such Company Entity to obtain any approval, consent or waiver of, or make any filing with, any Person Governmental Authority that has not been obtained or made as of the Closing, which violation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, except for any actions required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (governmental the “HSR Act”), or otherwiseother competition or anti-trust related legal or regulatory requirements of foreign jurisdictions, commissions or governing bodies (collectively, the “Antitrust Laws”); and (iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or indenture, loan or credit agreement agreement, or any other agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award award, whether written or oral, to which the any Company Entity is a party or by which the property of any Company Entity is bound, or require the Company is bound or affected, result in the creation or imposition consent of any mortgagePerson (not including Governmental Authorities), pledgeexcept (x) for any customer contracts other than the Material Customer Contracts, lien, security interest or other charge or encumbrance on (y) any of the Company’s assets foregoing that provide for payment to or the Shares, or result in the acceleration or vesting of any rights of any third party in agreements with from the Company or any Subsidiary or otherwiseEntities of less than $100,000 and (z) as otherwise set forth on Schedule 3.04 hereto. (c) Pursuant to Article XII of the Company’s Certificate of Incorporation, the Company has elected not to be governed by Section 203 of the Delaware General Corporation Law (the “DGCL”). The Board of Directors of the Company has approved the Transactions. The Company has heretofore furnished to Buyer a true and correct copy of the resolutions duly adopted by the Board on May 13, 2003 and the resolutions are in full force and effect on the date hereof. Therefore, Section 203 of the DGCL does not apply with respect to or as a result of this Agreement or any of the Transactions. (d) No vote of the holders of any class of the Company’s capital stock is necessary to approve this Agreement and the Transactions.

Authority of the Company. (a) The Company has all necessary full right, authority and power to enter into this Agreement and each other agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement or in connection with the Transactions including, without limitation, the Loan Agreement (as defined below), the Note (as defined below) the Security Agreement (as defined below) and the Pledge Agreement (as defined below) (collectively the “Transaction Documents”), and to perform its obligations under carry out the Transaction Documentscontemplated transactions. The execution, delivery and performance by the Company of this Agreement and each such other Transaction Document agreement, document and the consummation of the Transactions instrument have been duly authorized by all necessary action of the Company and no other corporate proceedings action on the part of the Company are required in connection therewith. (b) or the Stockholders is required. This Agreement has been duly and validly each agreement, document and instrument executed and delivered by the Company. This Company pursuant to this Agreement and each other Transaction Document constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their respective terms. Except as set forth in the Disclosure Schedule, the The execution, delivery and performance by the Company of this Agreement and each other Transaction Document agreement, document and the consummation of the Transactionsinstrument: (i) do a. does not and will not violate any provision of the Certificate Articles of Incorporation (except with respect to the conversion of the Note until compliance with section 5.2 hereof) or Byby-laws of the Company; (ii) do b. does not and will not violate any laws of the United States, or any state or other jurisdiction applicable to the Company, Company or require the Company to obtain any approval, consent or waiver of, or make any filing with, any Person person or entity (governmental or otherwise)) that has not been obtained or made; and (iii) do c. does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company’s 's assets or the Company Shares, or result in the acceleration or vesting of any rights of any third party in agreements with the Company or any Subsidiary or otherwiseexcept as specifically identified on SCHEDULE 2.4(C). (c) Pursuant to Article XII of the Company’s Certificate of Incorporation, the Company has elected not to be governed by Section 203 of the Delaware General Corporation Law (the “DGCL”). The Board of Directors of the Company has approved the Transactions. The Company has heretofore furnished to Buyer a true and correct copy of the resolutions duly adopted by the Board on May 13, 2003 and the resolutions are in full force and effect on the date hereof. Therefore, Section 203 of the DGCL does not apply with respect to or as a result of this Agreement or any of the Transactions. (d) No vote of the holders of any class of the Company’s capital stock is necessary to approve this Agreement and the Transactions.

Authority of the Company. (a) The Company has all necessary full right, authority and power to enter into this Agreement and each other agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement or in connection with the Transactions including, without limitation, the Loan Stockholders' Agreement (as defined below), the Note (as defined below) the Security Registration Rights Agreement (as defined below) and the Pledge Maintenance Agreement (as defined below) (collectively the “"Transaction Documents”"), and and, subject only to perform its obligations under obtaining approval of the Transaction Documentsholders of a majority of the outstanding Common Stock, to carry out the Transactions. The execution, delivery and performance by the Company of this Agreement and each such other Transaction Document and the consummation of the Transactions have been duly authorized by all necessary action of the Company and no other corporate proceedings action on the part of the Company are (other than the stockholder approval referred to above) is required in connection therewith. (ba) This Agreement has been duly and validly executed and delivered by the Company. This Agreement and each other Transaction Document constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their respective terms. Except as set forth in the Disclosure ScheduleSchedule 2.4, the execution, delivery and performance by the Company of this Agreement and each other Transaction Document and the consummation of the Transactions: (i) do not and will not violate any provision of the Certificate of Incorporation (except with respect to the conversion of the Note until compliance with section 5.2 hereof) or By-laws of the Company; (ii) do not and will not violate any laws of the United States, or any state or other jurisdiction applicable to the Company, or require the Company to obtain any approval, consent or waiver of, or make any filing with, any Person (governmental or otherwise); and (iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company’s 's assets or the Shares, or result in the acceleration or vesting of any rights of any third party in agreements with the Company or any Subsidiary or otherwise. (cb) Pursuant to Article XII The Board of the Company’s Certificate Directors of Incorporation, the Company has elected not to be governed by approved this Agreement and the Transactions for all purposes under Section 203 of the Delaware General Corporation Law (the “"DGCL”"). The Board of Directors of , and the Company has approved the Transactions. The Company has heretofore furnished to Buyer a true and correct copy of the resolutions duly adopted by the unanimous vote of the Board on May 13April 6, 2003 and the resolutions are in full force and effect on the date hereof. Therefore, Such action is the only action necessary so that the restrictions on business combinations contained in Section 203 of the DGCL does will not apply with respect to or as a result of this Agreement or any of the Transactions. (c) The Board of Directors of the Company has amended the Company's Preferred Stock Rights Agreement dated July 31, 2000 such that Buyer, as a result of the Transactions, cannot become an "Acquiring Person" as defined therein. (d) No The affirmative vote of the holders of a majority of the outstanding shares of Common Stock is the only vote of the holders of any class of the Company’s 's capital stock is necessary to approve this Agreement and the Transactions.

Authority of the Company. (a) The Company has all necessary full right, authority and power to enter into this Agreement and each other agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement or in connection with the Transactions including, without limitation, the Loan Agreement (as defined below), the Note (as defined below) the Security Agreement (as defined below) and the Pledge Agreement (as defined below) (collectively the “Transaction Documents”), and to perform its obligations under carry out the Transaction Documentstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and each such other Transaction Document agreement, document and the consummation of the Transactions instrument have been duly authorized by all necessary action of the Company and no other corporate proceedings action on the part of the Company are or the Members is required in connection therewith. (b) . This Agreement has been duly and validly each agreement, document and instrument executed and delivered by the Company. This Company pursuant to this Agreement and each other Transaction Document constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their respective terms. Except as set forth in , subject to the Disclosure Scheduleeffect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject to the effect of general principles of equity, including, without limitation, the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. The execution, delivery and performance by the Company of this Agreement and each other Transaction Document such agreement, document and the consummation of the Transactionsinstrument: (i) do does not and will not violate any provision of the Certificate of Incorporation (except with respect to the conversion of the Note until compliance with section 5.2 hereof) or By-laws of the CompanyCompany Operating Agreement; (ii) do does not and will not violate any laws of the United States, or any state or other jurisdiction applicable to the Company, Company or require the Company to obtain any approval, consent or waiver of, or make any filing with, any Person person or entity (governmental or otherwise)) that has not been obtained or made; and (iii) do except as set forth in Schedule 2.5, does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company’s 's assets or the Shares, or result in the acceleration or vesting of any rights of any third party in agreements with the Company or any Subsidiary or otherwise. (c) Pursuant to Article XII of the Company’s Certificate of Incorporation, the Company has elected not to be governed by Section 203 of the Delaware General Corporation Law (the “DGCL”). The Board of Directors of the Company has approved the Transactions. The Company has heretofore furnished to Buyer a true and correct copy of the resolutions duly adopted by the Board on May 13, 2003 and the resolutions are in full force and effect on the date hereof. Therefore, Section 203 of the DGCL does not apply with respect to or as a result of this Agreement or any of the Transactions. (d) No vote of the holders of any class of the Company’s capital stock is necessary to approve this Agreement and the Transactions.

Authority of the Company. (a) The Company has all necessary full right, authority and power to enter into this Agreement and each other agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement or in connection with the Transactions including, without limitation, the Loan Stockholders' Agreement (as defined below), the Note (as defined below) the Security Registration Rights Agreement (as defined below) and the Pledge Maintenance Agreement (as defined below) (collectively the “"Transaction Documents”"), and and, subject only to perform its obligations under obtaining approval of the Transaction Documentsholders of a majority of the outstanding Common Stock, to carry out the Transactions. The execution, delivery and performance by the Company of this Agreement and each such other Transaction Document and the consummation of the Transactions have been duly authorized by all necessary action of the Company and no other corporate proceedings action on the part of the Company are (other than the stockholder approval referred to above) is required in connection therewith. (ba) This Agreement has been duly and validly executed and delivered by the Company. This Agreement and each other Transaction Document constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their respective terms. Except as set forth in the Disclosure ScheduleSchedule 2.4, the execution, delivery and performance by the Company of this Agreement and each other Transaction Document and the consummation of the Transactions: (i) do not and will not violate any provision of the Certificate of Incorporation (except with respect to the conversion of the Note until compliance with section 5.2 hereof) or Incorporationor By-laws of the Company; (ii) do not and will not violate any laws of the United States, or any state or other jurisdiction applicable to the Company, or require the Company to obtain any approval, consent or waiver of, or make any filing with, any Person (governmental or otherwise); and (iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company’s 's assets or the Shares, or result in the acceleration or vesting of any rights of any third party in agreements with the Company or any Subsidiary or otherwise. (cb) Pursuant to Article XII The Board of the Company’s Certificate Directors of Incorporation, the Company has elected not to be governed by approved this Agreement and the Transactions for all purposes under Section 203 of the Delaware General Corporation Law (the “"DGCL”"). The Board of Directors of , and the Company has approved the Transactions. The Company has heretofore furnished to Buyer a true and correct copy of the resolutions duly adopted by the unanimous vote of the Board on May 13April 6, 2003 and the resolutions are in full force and effect on the date hereof. Therefore, Such action is the only action necessary so that the restrictions on business combinations contained in Section 203 of the DGCL does will not apply with respect to or as a result of this Agreement or any of the Transactions. (c) The Board of Directors of the Company has amended the Company's Preferred Stock Rights Agreement dated July 31, 2000 such that Buyer, as a result of the Transactions, cannot become an "Acquiring Person" as defined therein. (d) No The affirmative vote of the holders of a majority of the outstanding shares of Common Stock is the only vote of the holders of any class of the Company’s 's capital stock is necessary to approve this Agreement and the Transactions.

Authority of the Company. (a) The Company has all necessary full right, authority and power to enter into this Agreement and each other agreement, document and instrument to be executed and delivered by the Company pursuant to to, or as contemplated by, this Agreement or in connection with the Transactions including, without limitation, the Loan Agreement (as defined below), the Note (as defined below) the Security Agreement (as defined below) and the Pledge Agreement (as defined below) (collectively the “Transaction Documents”), and to perform its obligations under carry out the Transaction Documentstransactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each such other Transaction Document agreement, document and the consummation of the Transactions instrument have been duly authorized by all necessary action of the Company and the Stockholders, and no other corporate proceedings action on the part of the Company are or the Stockholders is required in connection therewith. (b) . This Agreement has been duly and validly each agreement, document and instrument executed and delivered by the Company. This Company pursuant to, or as contemplated by, this Agreement and each other Transaction Document constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their respective terms. Except as set forth in the Disclosure Schedule, the The execution, delivery and performance by the Company of this Agreement and each such other Transaction Document agreement, document and the consummation of the Transactionsinstrument: (i) do does not and will not violate any provision of the Certificate Articles of Incorporation (except with respect to the conversion of the Note until compliance with section 5.2 hereof) or By-laws of the Company, each as amended to date; (ii) do does not and will not violate any laws of the United States, or any state or other jurisdiction (domestic or foreign) applicable to the Company, Company or require the Company to obtain any approval, consent or waiver of, or make any filing with, any Person person or entity (governmental or otherwise)) that has not been obtained or made, except as specifically identified on SCHEDULE 3.5 hereto; and (iii) do does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of of, any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company’s 's assets or the Shares, or result any Persons's interest in the acceleration or vesting Company; provided, however, that the representations in clauses (ii) and (iii) shall not apply to investment advisory agreements to the extent that receipt of any rights of any third party in Consents from parties to such agreements with the Company or any Subsidiary or otherwise. (c) Pursuant to Article XII of the Company’s Certificate of Incorporation, the Company has elected not to be governed are contemplated by Section 203 of 5.2 hereof and that the Delaware General Corporation Law representations in clause (the “DGCL”). The Board of Directors of the Company has approved the Transactions. The Company has heretofore furnished to Buyer a true and correct copy of the resolutions duly adopted by the Board on May 13, 2003 and the resolutions are in full force and effect on the date hereof. Therefore, Section 203 of the DGCL does iii) shall not apply with respect to or as a result of this Agreement or any of the Transactionsagreement listed on SCHEDULE 3.5 hereto. (d) No vote of the holders of any class of the Company’s capital stock is necessary to approve this Agreement and the Transactions.

Authority of the Company. (a) The Company has all necessary full right, authority and power to enter into this Agreement and each other agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement or in connection with the Transactions including, without limitation, the Loan Agreement (as defined below), the Note (as defined below) the Security Agreement (as defined below) and the Pledge Agreement (as defined below) (collectively the “Transaction Documents”), and to perform its obligations under carry out the Transaction Documentstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and each such other Transaction Document agreement, document and the consummation of the Transactions instrument have been duly authorized by all necessary action of the Company and no other corporate proceedings action on the part of the Company are or the Stockholders is required in connection therewith. (b) . This Agreement has been duly and validly each agreement, document and instrument executed and delivered by the Company. This Company pursuant to this Agreement and each other Transaction Document constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their respective terms. Except as set forth in the Disclosure Schedule, the The execution, delivery and performance by the Company of this Agreement and each other Transaction Document such agreement, document and the consummation of the Transactionsinstrument: (i) do does not and will not violate any provision of the Certificate Articles of Incorporation (except with respect to the conversion of the Note until compliance with section 5.2 hereof) or Byby-laws of the Company; (ii) do except as set forth in SCHEDULE 2.5, does not and will not violate any laws of the United States, or any state or other jurisdiction applicable to the Company, Company or require the Company to obtain any approval, consent or waiver of, or make any filing with, any Person person or entity (governmental or otherwise)) that has not been obtained or made, except for filings to be made and identified in this Agreement or where such violation or the failure to obtain such approval, consent or waiver or make such filing will not have a material adverse effect on the Company; and (iii) do does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company’s 's assets or the Company Shares, except as specifically identified on SCHEDULE 2.5 or result in the acceleration where such breach, default, acceleration, right of termination, creation or vesting of any rights of any third party in agreements with the Company or any Subsidiary or otherwise. (c) Pursuant to Article XII of the Company’s Certificate of Incorporation, the Company has elected imposition will not to be governed by Section 203 of the Delaware General Corporation Law (the “DGCL”). The Board of Directors of the Company has approved the Transactions. The Company has heretofore furnished to Buyer have a true and correct copy of the resolutions duly adopted by the Board on May 13, 2003 and the resolutions are in full force and material adverse effect on the date hereof. Therefore, Section 203 of the DGCL does not apply with respect to or as a result of this Agreement or any of the TransactionsCompany. (d) No vote of the holders of any class of the Company’s capital stock is necessary to approve this Agreement and the Transactions.

Authority of the Company. (a) The Company has all necessary full right, authority and ------------------------ power to enter into this Agreement and each other agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement or in connection with the Transactions including, without limitation, the Loan Agreement (as defined below), the Note (as defined below) the Security Agreement (as defined below) and the Pledge Agreement (as defined below) (collectively the “Transaction Documents”), and to perform its obligations under carry out the Transaction Documentstransactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and each such other Transaction Document agreement, document and the consummation of the Transactions instrument have been duly authorized by all necessary action of the Company and no other corporate proceedings action on the part of the Company are is required in connection therewith. (b) . This Agreement has been duly and validly each agreement, document and instrument executed and delivered by the Company. This Company pursuant to this Agreement and each other Transaction Document constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their respective terms. Except as set forth in the Disclosure Schedule, the The execution, delivery and performance by the Company of this Agreement and each other Transaction Document such agreement, document and the consummation of the Transactionsinstrument: (i) do does not and will not violate any provision of the Company's Certificate of Incorporation (except with respect to the conversion of the Note until compliance with section 5.2 hereof) or Byby-laws of the Companylaws; (ii) do does not and will not violate any laws of the United States, or any state or other jurisdiction applicable to the Company, Company or require the Company to obtain any approval, consent or waiver of, or make any filing with, any Person person or entity (governmental or otherwise)) that has not been obtained or made; and (iii) do does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company’s 's assets or the Sharescapital stock, or result in the acceleration or vesting of any rights of any third party in agreements with the Company or any Subsidiary or otherwise. (c) Pursuant to Article XII of the Company’s Certificate of Incorporation, the Company has elected not to be governed by Section 203 of the Delaware General Corporation Law (the “DGCL”)except as specifically identified on Schedule 2.5. The Board of Directors of the Company has approved the Transactions. The Company has heretofore furnished to Buyer a true and correct copy of the resolutions duly adopted by the Board on May 13, 2003 and the resolutions are in full force and effect on the date hereof. Therefore, Section 203 of the DGCL does not apply with respect to or as a result of this Agreement or any of the Transactions. (d) No vote of the holders of any class of the Company’s capital stock is necessary to approve this Agreement and the Transactions.------------

Authority of the Company. (a) The Company has all necessary full right, authority and power to enter into this Agreement and each other agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement or in connection with the Transactions including, without limitation, the Loan Agreement (as defined below), the Note (as defined below) the Security Agreement (as defined below) and the Pledge Agreement (as defined below) (collectively the “Transaction Documents”), and to perform its obligations under carry out the Transaction Documentscontemplated transactions. The execution, delivery and performance by the Company of this Agreement and each such other Transaction Document agreement, document and the consummation of the Transactions instrument have been duly authorized by all necessary action of the Company and no other corporate proceedings action on the part of the Company are required in connection therewith. (b) or the Stockholders is required. This Agreement has been duly and validly each agreement, document and instrument executed and delivered by the Company. This Company pursuant to this Agreement and each other Transaction Document constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their respective terms. Except as set forth in the Disclosure Schedule, the The execution, delivery and performance by the Company of this Agreement and each other Transaction Document agreement, document and the consummation of the Transactionsinstrument: (ia) do does not and will not violate any provision of the Certificate Articles of Incorporation (except with respect to the conversion of the Note until compliance with section 5.2 hereof) or Byby-laws of the Company; (iib) do does not and will not violate any laws of the United States, or any state or other jurisdiction applicable to the Company, Company or require the Company to obtain any approval, consent or waiver of, or make any filing with, any Person person or entity (governmental or otherwise)) that has not been obtained or made; and (iiic) do does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company’s 's assets or the Company Shares, or result in the acceleration or vesting of any rights of any third party in agreements with the Company or any Subsidiary or otherwiseexcept as specifically identified on SCHEDULE 2.4(III). (c) Pursuant to Article XII of the Company’s Certificate of Incorporation, the Company has elected not to be governed by Section 203 of the Delaware General Corporation Law (the “DGCL”). The Board of Directors of the Company has approved the Transactions. The Company has heretofore furnished to Buyer a true and correct copy of the resolutions duly adopted by the Board on May 13, 2003 and the resolutions are in full force and effect on the date hereof. Therefore, Section 203 of the DGCL does not apply with respect to or as a result of this Agreement or any of the Transactions. (d) No vote of the holders of any class of the Company’s capital stock is necessary to approve this Agreement and the Transactions.