Authority Relative to this Agreement; Consents and -------------------------------------------------- Approvals. ---------
(a) Each of the Company and Acquisition Sub has all the necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions in accordance with the terms hereof (subject to obtaining the necessary approval and adoption of this Agreement and the Merger by the stockholders of the Company. The execution, delivery and performance of this Agreement by each of the Company and Acquisition Sub and the consummation by them of the Transactions have been duly and validly authorized by their respective Boards and, except for obtaining the approval of the Company's stockholders as contemplated by Section 4.10 hereof, no other corporate action or corporate proceedings on the part of the Company or Acquisition Sub are necessary to authorize the execution and delivery by the Company or Acquisition Sub of this Agreement and the consummation by them of the Transactions. This Agreement has been duly and validly executed and delivered by each of the Company and Acquisition Sub and, assuming due and valid authorization, execution and delivery by Purchaser, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company and Acquisition Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(b) The Board of Directors of each of the Company and Acquisition Sub has duly and validly approved, and taken all corporate actions required to be taken by each Board for the consummation of, the Transactions, including but not limited to all actions required to satisfy the provisions of Section 203(a)(1) of the DGCL regarding business combinations with "interested stockholders."
Authority Relative to This Agreement. Such Stockholder has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors' rights and remedies; and (ii) general principles of equity, including, without limitation, principles of reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).
Authority Relative to This Agreement. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Purchaser enforceable against each of Parent and Purchaser in accordance with its terms.
Authority Relative to this Agreement and the Indemnification Agreement. Each of the Seller, MTI and the Parent has full corporate power and authority to execute and deliver this Agreement (and, with respect to the Parent, the Indemnification Agreement) and to consummate the transactions contemplated hereby (and, with respect to the Parent, by the Indemnification Agreement). The execution and delivery of this Agreement by the Seller, MTI and the Parent (and, with respect to the Parent, of the Indemnification Agreement) and the consummation of the transactions contemplated hereby by the Seller, MTI and the Parent (and, with respect to the Parent, by the Indemnification Agreement) have been duly and validly authorized by all necessary corporate action on the part of the Seller, MTI and the Parent and no other corporate proceedings on the part of the Seller, MTI or the Parent are necessary to authorize this Agreement (or, with respect to the Parent, the Indemnification Agreement) or to consummate the transactions contemplated hereby (or, with respect to the Parent, by the Indemnification Agreement). This Agreement (and, with respect to the Parent, the Indemnification Agreement) has been duly and validly executed and delivered by the Seller, MTI and the Parent and, assuming the due authorization, execution and delivery by the other parties hereto, constitute a legal, valid and binding obligation of the Seller, MTI and the Parent, enforceable against each such party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).
Authority Relative to this Agreement and the Stock Option Agreement. The Company has full corporate power and authority to enter into this Agreement and the Stock Option Agreement and, subject (in the case of this Agreement) to obtaining the Company Stockholders' Approval (as defined in Section 7.02(a)), if and to the extent required by applicable law, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Company; the Board of Directors of the Company has unanimously recommended adoption of this Agreement by the stockholders of the Company and directed that this Agreement be submitted to the stockholders of the Company for their consideration; and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, other than, with respect to the Merger, obtaining the Company Stockholders' Approval if and to the extent required by applicable law. This Agreement and the Stock Option Agreement have been duly and validly executed and delivered by the Company and, subject (in the case of this Agreement) to the obtaining of the Company Stockholders' Approval, if and to the extent required by applicable law, constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority Relative to this -------------------------- Agreement. The Purchaser has all necessary corporate power --------- and authority to execute and deliver this Agreement and to perform its obligations and to consummate the transactions contemplated hereunder. The execution and delivery of this Agreement by the Purchaser and the purchase of the Shares as provided in Section 2.01 hereof by the Purchaser hereunder have been duly and validly authorized by all necessary corporate action of the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement or the purchase of the Shares by the Purchaser as contemplated hereby. This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms (except in each such case as enforceability may be limited by bankruptcy, insolvency, reorganization and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and to the extent that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought).
Authority Relative to This Agreement and the STC Sock Option Agreement. STC has all necessary corporate power and authority to execute and deliver this Agreement and the STC Stock Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the STC Stock Option Agreement by STC and the consummation by STC of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of STC are necessary to authorize this Agreement or the STC Stock Option Agreement or to consummate such transactions (other than the approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of STC Capital Stock and Series A Preferred Stock entitled to vote with respect thereto at the STC Stockholders' Meeting, in each case voting together as a single class, and the filing and recordation of the Certificate of Merger as required by the General Corporation Law). This Agreement and the STC Stock Option Agreement have been duly executed and delivered by STC and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations of STC, enforceable against STC in accordance with their terms.
Authority Relative to This Agreement. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the Merger have been duly and validly authorized by all necessary corporate action on the part of Parent and Purchaser, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement or to consummate the Merger (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the MGBCL). This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming due authorization, execution and delivery by the Company constitutes a legal, valid and binding obligation of each of Parent and Purchaser enforceable against each of Parent and Purchaser in accordance with its terms.
Authority Relative to This Agreement. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement or to consummate the Transactions (other than with respect to the Merger, the filing of the Certificate of Merger). This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Purchaser enforceable against each of Parent and Purchaser in accordance with its terms.
Authority Relative to This Agreement. Each of Parent and Newco has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement and the consummation by Parent and Newco of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Parent and Newco and by Parent as sole shareholder of Newco, and no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Newco, enforceable against each of them in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
