Common use of Authority Relative to this Agreement; Non-Contravention Clause in Contracts

Authority Relative to this Agreement; Non-Contravention. The Company has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Company’s board of directors and, except for approval of this Agreement and the Merger by the requisite vote of the Company’s shareholders (the “Required Company Stockholder Vote”), no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming it is a valid and binding obligation of Equitex and Merger Sub, constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except as set forth in Schedule 2.2, the Company is not subject to, or obligated under, any provision of (a) its certificate of incorporation or bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on the Company or the Surviving Company. Except for (i) approvals under applicable blue sky laws, (ii) the filing of the Certificate of Merger with the Secretary of State of Delaware, and (iii) such filings, authorizations or approvals as may be set forth in Schedule 2.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Company for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The Company (a) PUB has the requisite corporate power and authority to enter into this Agreement, the Voting and Support Agreement, the Holdback Escrow Agreement, the Indemnification Escrow Agreement and the Shareholder Agreement (the “Transaction Documents”) and to carry out its obligations hereunder. The execution and delivery of this Agreement the Transaction Documents by the Company PUB and the consummation by the Company PUB of the transactions contemplated hereby thereby have been duly authorized by the Company’s board Board of directors andDirectors of PUB, except for approval of this Agreement and the Merger by the requisite vote of the Company’s shareholders (the “Required Company Stockholder Vote”), no other corporate proceedings on the part of the Company PUB are necessary to authorize the execution Transaction Documents, the Merger and delivery of this Agreement and the consummation of the transactions contemplated herebysuch transactions. This Agreement has The Transaction Documents have been duly executed and delivered by the Company and, assuming it is a PUB and constitute valid and binding obligation of Equitex and Merger SubPUB, constitutes a valid and binding obligation of the Company enforceable in accordance with its their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except as set forth in Schedule 2.2, the Company PUB is not subject to, or obligated under, any provision of (ai) its certificate of incorporation Charter (as hereinafter defined) or bylawsBylaws, (bii) any agreement, arrangement or understanding, (ciii) any license, franchise or permit or (div) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its or BAF’s assets would be created, by the its execution, delivery or performance of this Agreement, Agreement or the consummation by it of the transactions contemplated hereby, other than any such conflictsbreaches or violations which will not, breaches, violations, rights of termination individually or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect material adverse effect on the Company business, operations or financial condition of PUB and its subsidiaries, taken as a whole, or the Surviving Company. Except for consummation of the transactions contemplated hereby. (b) Other than in connection with (i) obtaining any approvals, as required, from the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation (“FDIC”) or from the Utah Department of Financial Institutions and notification to the Idaho Department of Finance; and (ii) obtaining approvals from the Utah Division of Securities to issue the PUB Common Shares under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “1933 Act”), under other applicable state securities or blue sky laws, and the rules and regulations thereunder (iisuch approvals hereafter collectively referred to as the “Regulatory Approvals”); and (c) the filing with respect to the Merger of the Certificate articles of Merger merger with the Secretary Division of State of Delaware, and (iii) such filings, authorizations or approvals as may be set forth in Schedule 2.2Corporations, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Company PUB for the consummation by the Company it of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the Company business, operations or the Surviving Company financial condition of PUB and its subsidiaries, taken as a whole, or adversely affect the consummation of the transactions contemplated hereby. As used in this Agreement, the term “Charter” with respect to any corporation shall mean those instruments that at that time constitute its charter as filed or recorded under the general corporation or other applicable law of the jurisdiction of incorporation, including the articles of incorporation, any amendments thereto and any articles of merger or consolidation.

Authority Relative to this Agreement; Non-Contravention. The Company (a) TC has the requisite corporate power and authority to enter into this Agreement the Transaction Documents and to carry out its obligations hereunder. The execution and delivery of this Agreement the Transaction Documents by the Company TC and the consummation by the Company TC of the transactions contemplated hereby thereby have been duly authorized by the Company’s board Board of directors Directors of TC and, except for other than the approval of this Agreement and the Merger by the requisite vote shareholders of the Company’s shareholders TC (the “Required Company Stockholder TC Shareholder Vote”), no other corporate proceedings on the part of the Company TC are necessary to authorize the execution Transaction Documents, the Merger and delivery of this Agreement and the consummation of the transactions contemplated herebyin this Agreement. This Agreement Each of the Transaction Documents has been duly executed and delivered by the Company and, assuming it is a valid TC and binding obligation of Equitex and Merger Sub, constitutes a valid and binding obligation of the Company TC, enforceable in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except as set forth in Schedule 2.2, the Company TC is not subject to, or obligated under, any provision of (ai) its certificate of incorporation Charter or bylawsBylaws, (bii) any agreement, arrangement or understanding, (ciii) any license, franchise or permit or (div) subject to obtaining the approvals referred to in the next sentenceSection 4.2(b), any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such conflictsbreaches or violations which will not, breaches, violations, rights of termination individually or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect material adverse effect on the Company business, operations or financial condition of TC or the Surviving Company. Except for consummation of the transactions contemplated hereby. (ib) approvals under applicable blue sky lawsOther than the Regulatory Approvals, (ii) the Required Consents, and the filing of the Certificate articles of Merger merger with the Secretary Division of State of Delaware, and (iii) such filings, authorizations or approvals as may be set forth in Schedule 2.2Corporations, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Company TC for the consummation by the Company TC of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the Company business, operations or the Surviving Company financial condition of TC or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The Company (a) CIBER has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER, the Company performance by CIBER of its obligations hereunder and the consummation by the Company CIBER of the transactions contemplated hereby herein have been duly authorized by the Company’s board of directors andof CIBER, except for approval of this Agreement and the Merger by the requisite vote of the Company’s shareholders (the “Required Company Stockholder Vote”), no other corporate proceedings on the part of the Company CIBER are necessary to authorize the execution and delivery of this Agreement Agreement, the performance by CIBER of its obligations hereunder and the consummation by CIBER of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming it is a valid CIBER and binding obligation of Equitex and Merger Sub, constitutes a valid and binding obligation of the Company CIBER, enforceable against CIBER in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. . (b) Except as set forth in Schedule 2.24.3, neither the Company is not subject toexecution and delivery of this Agreement by CIBER, nor the consummation by CIBER of the transactions contemplated herein, nor compliance by CIBER with any of the provisions hereof will (i) conflict with or obligated under, result in any provision breach of (a) its the certificate of incorporation or bylawsby-laws of CIBER, (bii) result in a violation or breach of any agreementprovisions of, arrangement or understandingconstitute a default (or an event which, (cwith notice or lapse of time or both, would constitute a default) any licenseunder, franchise or permit or (d) subject to obtaining the approvals referred to result in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violatedtermination of, or accelerate the performance required by, or result in respect of which a right of termination or acceleration under, or result in the creation of any security interestLien upon any of the properties or assets of CIBER, charge or encumbrance on result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which CIBER is a party or by which CIBER or any of its properties or assets would may be created, by the execution, delivery or performance of this Agreementbound, or any permit, concession, franchise or license applicable to them or their respective properties or assets, or (iii) subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other than any such event described in items (ii) or (iii) that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination hereby or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected (y) to result in have a CIBER Material Adverse Effect on the Company or the Surviving Company. Effect. (c) Except for (i) approvals under applicable blue sky laws, (ii) the filing of the Certificate Articles of Merger and Plan of Merger with the Secretary of State of the State of Washington, the filing of the Certificate of Merger and Plan of Merger with the Secretary of State of the State of Delaware, and (iii) any such filings, authorizations or approvals filings as may be set forth in Schedule 2.2required by the Exchange Act, the HSR Act, and any foreign antitrust law a regulation, no authorization, consent action by CIBER or approval of, or filing with, any public body, court or governmental authority is necessary on the part for CIBER's execution and delivery of the Company for this Agreement or the consummation by the Company CIBER of the transactions contemplated by this Agreementhereby, except for such authorizations, consents, approvals and filings as to which where the failure to obtain or make the same take such action would not, in the aggregate, not reasonably be expected (i) to have a Material Adverse Effect on the Company or the Surviving Company or adversely affect prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect. (d) Except for any action contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER for or in connection with the execution and delivery of this Agreement or the consummation by CIBER of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The Company (a) LB has the requisite corporate power and authority to enter into this Agreement the Transaction Documents and to carry out its obligations hereunder. The execution and delivery of this Agreement the Transaction Documents by the Company LB and the consummation by the Company LB of the transactions contemplated hereby thereby have been duly authorized by the Company’s board Board of directors Directors of LB and, except for other than the approval of this Agreement and the Merger by the requisite vote shareholders of the Company’s shareholders LB (the “Required Company Stockholder LB Shareholder Vote”), no other corporate proceedings on the part of the Company LB are necessary to authorize the execution Transaction Documents, the Merger and delivery of this Agreement and the consummation of the transactions contemplated herebyin this Agreement. This Agreement Each of the Transaction Documents has been duly executed and delivered by the Company and, assuming it is a valid LB and binding obligation of Equitex and Merger Sub, constitutes a valid and binding obligation of the Company LB, enforceable in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except as set forth in disclosed on Schedule 2.24.2(a), the Company neither LB nor LSB is not subject to, or obligated under, any provision of (ai) its certificate of incorporation respective Charter or bylawsBylaws, (bii) any agreement, arrangement or understanding, (ciii) any license, franchise or permit or (div) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such conflictsbreaches or violations which will not, breaches, violations, rights of termination individually or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect material adverse effect on the Company business, operations or financial condition of LB and the LSB, taken as a whole, or the Surviving Company. Except for consummation of the transactions contemplated hereby. (ib) approvals under applicable blue sky lawsOther than the Regulatory Approvals, (ii) the Required Consents, and the filing of the Certificate articles of Merger merger with the Secretary Division of State of Delaware, and (iii) such filings, authorizations or approvals as may be set forth in Schedule 2.2Corporations, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Company LB or LSB for the consummation by the Company LB of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the Company business, operations or the Surviving Company financial condition of LB and LSB, taken as a whole, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The Company has the requisite corporate power and authority to enter into this Agreement and Agreement, to carry out its obligations hereunderhereunder and, subject to obtaining shareholder approval, to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the "Company’s board of directors 's Board") and, except for approval of this Agreement and the Merger by the requisite affirmative vote of the Company’s shareholders (holders of a majority of the “Required outstanding shares of Company Stockholder Vote”)Common Stock, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebysuch transactions. This Agreement has been duly executed and delivered by the Company and, assuming it is a valid and binding obligation of Equitex and Merger Sub, constitutes a valid and binding obligation of the Company Company, enforceable in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except as set forth in Schedule 2.2, the The Company is not subject to, or obligated under, any provision of (a) its certificate of incorporation Charter or bylawsBylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, best of its knowledge any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any assets of its assets the Company would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other . Other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in connection with obtaining the aggregate, could not reasonably be expected to result in a Material Adverse Effect on the Company or the Surviving Company. Except for (i) approvals under applicable blue sky laws, (ii) Requisite Approvals and the filing of the Certificate of Merger a proxy or information statement and Rule 13e-3 Transaction Statement (if applicable) with the Secretary Securities and Exchange Commission (the "SEC"), to the best of State of Delaware, and (iii) such filings, authorizations or approvals as may be set forth in Schedule 2.2, its knowledge no authorization, consent or approval of, or filing with, any public body, court or authority authority, or any other person, is necessary on the part of the Company for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.