Common use of Authority Relative to this Agreement; Recommendation Clause in Contracts

Authority Relative to this Agreement; Recommendation. 3.3.1 The Company has all necessary corporate or similar power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is, or will be, a party, to perform its obligations hereunder and thereunder, and, subject to receipt of the Company Requisite Vote (as described below), to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and the other Transaction Agreements to which it is a party or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company Board, and no other corporate or similar proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize this Agreement and the other Transaction Agreements or to consummate the transactions contemplated hereby and thereby, except the receipt of the Company Requisite Vote and filing and recording the appropriate merger documents and forms as required by the ICL. This Agreement has been, and each Transaction Agreement to which the Company is now or is to become a party has been or by the Effective Time will be, duly and validly executed and delivered by the Company and constitutes, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Sub, the valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a Proceeding at law or in equity. 3.3.2 Without limiting the generality of the foregoing, the Company Board (i) has unanimously approved this Agreement, the Transaction Agreements and the transactions contemplated hereby and thereby, (ii) has made the Company Recommendation, and (iii) has not, prior to the execution hereof, withdrawn or modified such approval (which approval has not been subsequently rescinded or modified in any way) or the Company Recommendation. 3.3.3 The only votes of the holders of any Company Securities necessary to approve this Agreement and the transactions contemplated hereby, including the Merger, are the affirmative vote of 50% of the voting power of the Shares present and voting at the Company Shareholder Meeting (the “Company Requisite Vote” and the “Company Shareholder Approval”, respectively). The quorum required for the Company Shareholder Meeting is at least two shareholders holding at least 25% of the voting rights of the Company. No vote or approval of (i) any creditor of the Company or its Subsidiaries in its capacity as such (subject to the rights of creditors under Section 319 of the ICL), (ii) any holder of any option or warrant granted by the Company or its Subsidiaries, or (iii) any shareholder of the Company’s Subsidiaries is necessary in order to approve or permit the consummation of the Merger.

Authority Relative to this Agreement; Recommendation. 3.3.1 (a) The Company has all necessary corporate or similar power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is, or will be, a partyAgreement, to perform its obligations hereunder under this Agreement and thereunder, and, subject to receipt of the Company Requisite Vote (as described below), to consummate the transactions contemplated hereby hereby, subject in the case of the consummation of the Merger, to the affirmative vote or written consent of the holders of a majority of the outstanding Shares of the Company's Common Stock in favor of the approval and therebyadoption of this Agreement and approval of the Merger in accordance with the DGCL (the "COMPANY STOCKHOLDER APPROVAL"). The execution and delivery by the Company of this Agreement and the other Transaction Agreements to which it is a party or will be a party, and the consummation of the transactions contemplated hereby and thereby, (including the treatment of the Company Stock Options as provided in Section 2.11) have been duly and validly authorized by the Company Board, and no other corporate or similar proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize this Agreement and the other Transaction Agreements or to consummate the transactions contemplated hereby and therebyhereby, except the receipt approval and adoption of this Agreement by the holders of a majority of the Company Requisite Vote and filing and recording the appropriate merger documents and forms as required by the ICLoutstanding Shares. This Agreement has been, and each Transaction Agreement to which the Company is now or is to become a party has been or by the Effective Time will be, duly and validly executed and delivered by the Company and constitutesand, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger SubAcquisition, the constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, except subject to the extent that enforceability may be limited by any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, insolvency, moratorium or other Applicable Laws affecting the enforcement of similar laws now or hereafter in effect relating to creditors’ ' rights generally and by or to general principles of equity, equity (regardless of whether such enforceability enforcement is considered in a Proceeding proceeding in equity or at law or in equitylaw). 3.3.2 Without limiting (b) The Company Board, at a meeting duly called and held, on the generality unanimous recommendation of the foregoingSpecial Committee, the Company Board has (i) has unanimously approved this Agreement, the Transaction Agreements and the transactions contemplated hereby and thereby, (ii) has made the Company Recommendation, and (iii) has not, prior to the execution hereof, withdrawn or modified such approval (which approval has not been subsequently rescinded or modified in any way) or the Company Recommendation. 3.3.3 The only votes of the holders of any Company Securities necessary to approve determined that this Agreement and the transactions contemplated hereby, hereby (including the Merger, are the affirmative vote of 50% of the voting power of the Shares present and voting at the Company Shareholder Meeting (the “Company Requisite Vote” Offer and the “Company Shareholder Approval”, respectively). The quorum required for Merger) are fair to and in the Company Shareholder Meeting is at least two shareholders holding at least 25% best interests of the voting rights of the Company. No vote or approval of (i) any creditor of the Company or its Subsidiaries in its capacity as such (subject to the rights of creditors under Section 319 of the ICL)'s stockholders, (ii) any holder of any option or warrant granted by approved and adopted this Agreement and the Company or its Subsidiaries, or transactions contemplated hereby (including the Offer and the Merger) and (iii) any shareholder of resolved (subject to Section 5.4(d)) to recommend that Company's stockholders accept the Company’s Subsidiaries is necessary in order Offer, tender their Shares to Parent pursuant thereto and approve or permit the consummation of the Mergerthis Agreement.

Authority Relative to this Agreement; Recommendation. 3.3.1 (a) The Company has all necessary corporate or similar power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is, or will be, a partyStock Option Agreement, to perform its obligations hereunder under this Agreement and thereunderthe Stock Option Agreement, and, subject to receipt of the Company Requisite Vote (as described below), and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by the Company of this Agreement and the other Transaction Agreements to which it is a party or will be a partyStock Option Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Board of Directors of the Company (the "Company Board"), and no other corporate or similar proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize this Agreement and or the other Transaction Agreements Stock Option Agreement, or to consummate the transactions contemplated hereby and or thereby, except the receipt approval of this Agreement by the holders of a majority of the Company Requisite Vote and filing and recording the appropriate merger documents and forms as required by the ICLoutstanding Shares. This Agreement has been, and each Transaction the Stock Option Agreement to which the Company is now or is to become a party has have been or by the Effective Time will be, duly and validly executed and delivered by the Company and constitutesand, assuming the due authorization, execution and delivery hereof of this Agreement and thereof the Stock Option Agreement by Parent and Merger SubAcquisition, constitute the valid, legal and binding agreement agreements of the Company, enforceable against the Company in accordance with its their terms, except subject to the extent that enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other Applicable Laws affecting the enforcement of similar laws now or hereafter in effect relating to creditors’ ' rights generally and by or to general principles of equity, regardless of whether such enforceability is considered in a Proceeding at law or in equity. 3.3.2 (b) Without limiting the generality of the foregoing, the Company Board (i) has unanimously (1) determined that the Merger is fair to, and in the best interests of the Company and the Company's stockholders, (2) approved this Agreement, the Transaction Agreements Stock Option Agreement, the Merger and the other transactions contemplated hereby, (3) resolved to recommend approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby and thereby, (ii) has made by the Company RecommendationCompany's stockholders, and (iii4) has not, prior to the execution hereof, not withdrawn or modified such approval or resolution to recommend (which approval has not been subsequently rescinded or modified except as otherwise permitted in any way) or the Company Recommendationthis Agreement). 3.3.3 The only votes of the holders of any Company Securities necessary to approve this Agreement and the transactions contemplated hereby, including the Merger, are the affirmative vote of 50% of the voting power of the Shares present and voting at the Company Shareholder Meeting (the “Company Requisite Vote” and the “Company Shareholder Approval”, respectively). The quorum required for the Company Shareholder Meeting is at least two shareholders holding at least 25% of the voting rights of the Company. No vote or approval of (i) any creditor of the Company or its Subsidiaries in its capacity as such (subject to the rights of creditors under Section 319 of the ICL), (ii) any holder of any option or warrant granted by the Company or its Subsidiaries, or (iii) any shareholder of the Company’s Subsidiaries is necessary in order to approve or permit the consummation of the Merger.

Authority Relative to this Agreement; Recommendation. 3.3.1 The Company has Parent and Merger Sub have all necessary corporate or similar power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is, or will be, a party, to perform its obligations hereunder and thereunder, and, subject to receipt the fulfillment of the Company Requisite Vote (as described terms prescribed in Section 6.3 below), to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company Parent and Merger Sub of this Agreement and the other Transaction Agreements to which it each is a party or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company BoardParent Board on behalf of Parent and the Merger Sub and, as of the closing, by the sole shareholder of the Merger Sub, and other than the aforesaid ratification and the approval of the Transaction Agreements by the shareholders of the Parent, no other corporate or similar proceedings on the part of the Company Parent or any of its Subsidiaries Merger Sub are necessary to authorize this Agreement and the other Transaction Agreements or to consummate the transactions contemplated hereby and thereby, except the receipt as set forth in Section 4.3.0 of the Company Requisite Vote and filing and recording the appropriate merger documents and forms as required by the ICLParent Disclosure Schedule. This Agreement has been, and each Transaction Agreement to which the Company Parent or Merger Sub is now or is to become a party has been or by the Effective Time will be, duly and validly executed and delivered by each of the Company Parent and Merger Sub and constitutes, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Subthe Company, the valid, legal and binding agreement of each of the CompanyParent and Merger Sub, enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a Proceeding at law or in equity. 3.3.2 Without limiting the generality of the foregoing, the Company Board (i) has unanimously approved this Agreement, the Transaction Agreements and the transactions contemplated hereby and thereby, (ii) has made the Company Recommendation, and (iii) has not, prior to the execution hereof, withdrawn or modified such approval (which approval has not been subsequently rescinded or modified in any way) or the Company Recommendation. 3.3.3 The only votes of the holders of any Company Securities necessary to approve this Agreement and the transactions contemplated hereby, including the Merger, are the affirmative vote of 50% of the voting power of the Shares present and voting at the Company Shareholder Meeting (the “Company Requisite Vote” and the “Company Shareholder Approval”, respectively). The quorum required for the Company Shareholder Meeting is at least two shareholders holding at least 25% of the voting rights of the Company. No vote or approval of (i) any creditor of the Company or its Subsidiaries in its capacity as such (subject to the rights of creditors under Section 319 of the ICL), (ii) any holder of any option or warrant granted by the Company or its Subsidiaries, or (iii) any shareholder of the Company’s Subsidiaries is necessary in order to approve or permit the consummation of the Merger.

Authority Relative to this Agreement; Recommendation. 3.3.1 (a) The Company has all necessary corporate or similar power and authority to execute and deliver this Agreement Agreement, the Escrow Agreement, the Employment Agreements and each of the other Transaction Non-Competition Agreements to which it is, or will be, a party(the "Other Agreements"), to perform its obligations hereunder under this Agreement and thereunderthe Other Agreements, and, subject to receipt of the Company Requisite Vote (as described below), and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and the other Transaction Agreements to which it is a party or will be a partyOther Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Board of Directors of the Company (the "Company Board"), and no other corporate or similar proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize this Agreement and or the other Transaction Agreements Other Agreements, or to consummate the transactions contemplated hereby and or thereby, except the receipt approval of this Agreement by (i) the holders of a majority of the outstanding shares of Company Requisite Vote Common Stock, (ii) the holders of a majority of the outstanding shares' of Company Common Stock, Company Preferred A Stock and filing the Company Preferred B Stock voting together as a single class and recording (iii) the appropriate merger documents holders of sixty-six and forms two-thirds percent (66-2/3%) of the outstanding shares of Company Preferred A Stock arid Company Preferred B Stock voting together as required by the ICLa single class. This Agreement has been, and each Transaction Agreement to which the Company is now or is to become a party has Other Agreements have been or by the Effective Time will be, duly and validly executed and delivered by the Company and constitutesconstitute, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Suband/or Acquisition, the valid, legal and binding agreement agreements of the Company, enforceable against the Company in accordance with its their terms, except subject to the extent that enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other Applicable Laws affecting the enforcement of similar laws now or hereafter in effect relating to creditors’ ' rights generally and by or to general principles of equity, regardless of whether such enforceability is considered in a Proceeding at law or in equity. 3.3.2 (b) Without limiting the generality of the foregoing, the Company Board has unanimously (i) has unanimously approved and declared advisable this Agreement, the Transaction Agreements Merger and the other transactions contemplated hereby and therebyhereby, (ii) has made resolved to recommend approval and adoption of this Agreement, the Company Recommendation, Merger and the other transactions contemplated hereby by the Company's stockholders and (iii) has not, prior to the execution hereof, not withdrawn or modified such approval (which approval has not been subsequently rescinded or modified in any way) or the Company Recommendationresolution to recommend. 3.3.3 The only votes of the holders of any Company Securities necessary to approve this Agreement and the transactions contemplated hereby, including the Merger, are the affirmative vote of 50% of the voting power of the Shares present and voting at the Company Shareholder Meeting (the “Company Requisite Vote” and the “Company Shareholder Approval”, respectively). The quorum required for the Company Shareholder Meeting is at least two shareholders holding at least 25% of the voting rights of the Company. No vote or approval of (i) any creditor of the Company or its Subsidiaries in its capacity as such (subject to the rights of creditors under Section 319 of the ICL), (ii) any holder of any option or warrant granted by the Company or its Subsidiaries, or (iii) any shareholder of the Company’s Subsidiaries is necessary in order to approve or permit the consummation of the Merger.