Common use of Authority Relative to the Transaction Agreements Clause in Contracts

Authority Relative to the Transaction Agreements. (a) The Company has all necessary corporate power and authority to execute and deliver each of the Transaction Agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. Except as set forth on Section 6.03(a) of the Company Disclosure Letter, the execution and delivery by the Company of each of the Transaction Agreements to which it is a party, the performance by the Company of its obligations thereunder and the consummation by the Company of the transactions contemplated thereby have been duly authorized by all requisite action on the part of the Company and approved by the Board, and other than required stockholder approval, no other corporate proceedings on the part of the Company are necessary to authorize any of the Transaction Agreements to which it is a party or to consummate the transactions contemplated thereby. Each of the Transaction Agreements to which the Company is a party has been or, upon execution, shall have been duly executed and delivered by it, and (assuming due authorization, execution and delivery by the other parties) each of the Transaction Agreements to which it is a party constitutes or, upon execution, shall constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms. The Board has approved each of the Transaction Agreements to which the Company is a party and the transactions contemplated thereby and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(b) of the DGCL shall not apply to the Reverse Stock Split or the Tender Offer. To the Knowledge of the Company, no other state takeover Law is applicable to any of the transactions contemplated by any of the Transaction Agreements. (b) Pursuant to the DGCL and the Company’s Certificate of Incorporation, the approval of the Certificate Amendment, the Restated Certificate of Incorporation and the Reverse Stock Split requires the affirmative votes of the holders of a majority of the then outstanding shares of Common Stock and to the extent shares of 9¾% Preferred are then entitled to vote, 9¾% Preferred (on an as converted basis), voting together as a single class.

Authority Relative to the Transaction Agreements. (a) The Each of the Company and its Subsidiaries has all necessary corporate power and authority to execute and deliver each of the Transaction Agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. Except as set forth on Section 6.03(a) of Transactions applicable to the Company Disclosure Letteror such Subsidiary, except for the Stockholders Approvals and Preferred Stockholder Consents. The execution and delivery by the Company or any of its Subsidiaries of each of the Transaction Agreements to which it is a party, the performance by the Company of its obligations thereunder party and the consummation by the Company or any of its Subsidiaries of the transactions contemplated thereby Transactions applicable to the Company or such Subsidiary have been duly and validly authorized by all requisite necessary corporate action on the part of the Company and approved by or such Subsidiary, as the Boardcase may be, and other than required stockholder approval, no other corporate proceedings on the part of the Company or such Subsidiary are necessary to authorize any of the Transaction Agreements to which it is a party or to consummate the transactions contemplated therebyTransactions applicable to the Company or such Subsidiary, except for the Stockholders Approvals and Preferred Stockholder Consents. Each of the Transaction Agreements to which the Company or any Subsidiary is a party has been or, upon execution, shall have been duly and validly executed and delivered by itthe Company or such Subsidiary and, and (assuming the due authorization, execution and delivery by the other parties) each of the Transaction Agreements to which it is a party constitutes orparties thereto, upon execution, shall constitute legal, valid and binding obligations of the CompanyCompany and such Subsidiaries, enforceable against the Company and each such Subsidiary, as the case may be, in accordance with its their terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. The Board has unanimously approved each of the Transaction Agreements to which the Company is a party and the transactions contemplated thereby Transactions applicable to the Company and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(b203(a) of the DGCL shall not apply to the Reverse Stock Split or the Tender Offer. To the Knowledge of the Company, no other state takeover Law is applicable to any of the transactions contemplated by any of Transactions and the Transaction Agreements. (b) Pursuant Documents or such restrictions are otherwise inapplicable to the DGCL Transactions and the Company’s Certificate of Incorporation, the approval of the Certificate Amendment, the Restated Certificate of Incorporation and the Reverse Stock Split requires the affirmative votes of the holders of a majority of the then outstanding shares of Common Stock and to the extent shares of 9¾% Preferred are then entitled to vote, 9¾% Preferred (on an as converted basis), voting together as a single classTransaction documents.

Authority Relative to the Transaction Agreements. (a) The Each of the Company and its Subsidiaries has all necessary corporate power and authority to execute and deliver each of the Transaction Agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. Except as set forth on Section 6.03(a) of Transactions applicable to the Company Disclosure Letteror such Subsidiary, except for the Stockholders Approvals and Preferred Stockholder Consents. The execution and delivery by the Company or any of its Subsidiaries of each of the Transaction Agreements to which it is a party, the performance by the Company of its obligations thereunder party and the consummation by the Company or any of its Subsidiaries of the transactions contemplated thereby Transactions applicable to the Company or such Subsidiary have been duly and validly authorized by all requisite necessary corporate action on the part of the Company and approved by or such Subsidiary, as the Boardcase may be, and other than required stockholder approval, no other corporate proceedings on the part of the Company or such Subsidiary are necessary to authorize any of the Transaction Agreements to which it is a party or to consummate the transactions contemplated therebyTransactions applicable to the Company or such Subsidiary, except for the Stockholders Approvals and Preferred Stockholder Consents. Each of the Transaction Agreements to which the Company or any Subsidiary is a party has been or, upon execution, shall have been duly and validly executed and delivered by itthe Company or such Subsidiary and, and (assuming the due authorization, execution and delivery by the other parties) each of the Transaction Agreements to which it is a party constitutes orparties thereto, upon execution, shall constitute legal, valid and binding obligations of the CompanyCompany and such Subsidiaries, enforceable against the Company and each such Subsidiary, as the case may be, in accordance with its their terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. The Board has unanimously approved each of the Transaction Agreements to which the Company is a party and the transactions contemplated thereby Transactions applicable to the Company and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(b203(a) of the DGCL shall not apply to the Reverse Stock Split Transactions and the Transaction Agreements or such restrictions are otherwise inapplicable to the Tender Offer. To the Knowledge of the Company, no other state takeover Law is applicable to any of the transactions contemplated by any of Transactions and the Transaction Agreements. (b) Pursuant to the DGCL and the Company’s Certificate of Incorporation, the approval of the Certificate Amendment, the Restated Certificate of Incorporation and the Reverse Stock Split requires the affirmative votes of the holders of a majority of the then outstanding shares of Common Stock and to the extent shares of 9¾% Preferred are then entitled to vote, 9¾% Preferred (on an as converted basis), voting together as a single class.