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

Authority Relative to this Agreement; Recommendation. (a) TCG has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of TCG (the "TCG Board"), and no other corporate proceedings on the part of TCG are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding TCG Shares. This Agreement has been duly and validly executed and delivered by TCG and constitutes a valid, legal and binding agreement of TCG, enforceable against TCG in accordance with its terms. (b) The TCG Board has resolved to recommend that the stockholders of TCG approve and adopt this Agreement.