Common use of AUTHORITY RELATIVE TO THIS MERGER AGREEMENT Clause in Contracts

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. (a) The Company has all necessary corporate power and authority to execute and deliver this Merger Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Merger Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Merger Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger and to the extent required by Delaware Law, the recordation of appropriate merger documents as required by Delaware Law). This Merger Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Offerors, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. (i) The Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement, the Offer and the Merger are fair to and in the best interests of the Company and its stockholders (other than the Offerors and their affiliates), (B) determined that this Merger Agreement, the Offer and the Merger should be approved and declared advisable by the Board and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto and (iii) the Board, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement and the Merger are fair to and in the best interests of the Company and its stockholders (other than the Offerors and their affiliates), (B) approved and declared advisable this Merger Agreement, the Offer and the Merger and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. (a) The Company Purchaser has all necessary corporate power and authority to execute and deliver this Merger Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby. Mr. Sosnoff has full capacity to exxxxxx xxx xeliver this Merger Agreement, to perform his obligations hereunder and to consummate the Offer, the Merger and other transactions contemplated hereby. The execution and delivery of this Merger Agreement by the Company Purchaser and the consummation by the Company Purchaser of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company Purchaser are necessary to authorize this Merger Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger and Merger, the execution of a stockholder written consent by Purchaser, to the extent required by Delaware Law, and the filing and recordation of appropriate merger documents as required by Delaware Law). This Merger Agreement has been duly and validly executed and delivered by the Company Offerors and, assuming the due authorization, execution and delivery by the OfferorsCompany, constitutes a legal, valid and binding obligation of the Company Offerors enforceable against the Company each of them in accordance with its terms. (ib) The Special Committee has been duly authorized and constitutedPurchaser, (ii) the Special Committee, at a meeting thereof duly called and held by written consent of its Board of Directors adopted on June 10, 2003, (Ai) determined that this Merger Agreement, the Offer and the Merger are fair to and in the best interests of the Company Purchaser and its stockholders (other than the Offerors and their affiliates), (B) determined that this Merger Agreement, the Offer and the Merger should be approved and declared advisable by the Board stockholder and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto and (iii) the Board, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement and the Merger are fair to and in the best interests of the Company and its stockholders (other than the Offerors and their affiliates), (Bii) approved and declared advisable this Merger Agreement, the Offer and the Merger and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant theretoMerger.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. (a) The Company has all necessary Parent and Sub have the corporate power and authority to execute and deliver enter into this Merger Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated herebycarry out their respective obligations hereunder. The execution and delivery of this Merger Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of Parent and no Sub. This Merger Agreement constitutes a valid and binding obligation of Parent and Sub enforceable against such parties in accordance with its terms. No other corporate proceedings on the part of the Company Parent or Sub are necessary to authorize this Merger Agreement and the transactions contemplated hereby. Parent and Sub are not subject to or obligated under (i) any charter or by-law provision or (ii) any contract, license, indenture or other loan document, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to consummate Parent or Sub or any of their respective subsidiaries or their respective properties or assets, which would be breached or violated, or under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit, by its executing and carrying out this Merger Agreement other than, in the case of clause (ii) only, (A) any breaches, violations, defaults, terminations, cancellations, accelerations or losses which, either individually or in the aggregate, will not have a Parent Material Adverse Effect or prevent the consummation of the transactions contemplated hereby and (other thanB) the laws and regulations referred to in the next sentence. Except as referred to herein or in connection, or in compliance, with respect to the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and other governmental approvals required under the applicable laws of any foreign jurisdiction ("FOREIGN LAWS") and the environmental, corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent and Sub of the Merger and to or the extent required other transactions contemplated by Delaware Law, the recordation of appropriate merger documents as required by Delaware Law). This Merger Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Offerors, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. (i) The Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement, other than filings, registrations, authorizations, consents or approvals the Offer and failure of which to make or obtain would not have a Parent Material Adverse Effect or prevent the Merger are fair to and in the best interests consummation of the Company and its stockholders (other than the Offerors and their affiliates), (B) determined that this Merger Agreement, the Offer and the Merger should be approved and declared advisable by the Board and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto and (iii) the Board, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement and the Merger are fair to and in the best interests of the Company and its stockholders (other than the Offerors and their affiliates), (B) approved and declared advisable this Merger Agreement, the Offer and the Merger and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant theretotransactions contemplated hereby.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. (a) The Company has all necessary the corporate power and authority to execute and deliver enter into this Merger Agreement, subject to perform the requisite approval of this Merger Agreement by the holders of (i) Company Common Stock, Company Series B Preferred Stock and Company Series C Preferred Stock voting together as a single class and (ii) Company Series C Preferred Stock voting separately as a class, and to carry out its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution and delivery of this Merger Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe Company's Board of Directors. This Merger Agreement constitutes a valid and binding obligation of the Company enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. Except for the requisite approval of the holders of (i) Company Common Stock, Company Series B Preferred Stock and Company Series C Preferred Stock voting together as a class and (ii) Company Series C Preferred stock voting separately as a class, no other corporate proceedings on the part of the Company are necessary to authorize this Merger Agreement and the transactions contemplated hereby. The Company is not subject to or obligated under (i) any charter, by-law, indenture or other loan document provision (other than as set forth in the Company Disclosure Schedule) or (ii) any other contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to consummate the Company or any of its subsidiaries or their respective properties or assets which would be breached or violated, or under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit, by its executing and carrying out this Merger Agreement, other than, in the case of clause (ii) only, (A) any breaches, violations, defaults, terminations, cancellations, accelerations or losses which, either singly or in the aggregate, will not have a Company Material Adverse Effect or prevent the consummation of the transactions contemplated hereby and (other thanB) the laws and regulations referred to in the next sentence. Except as referred to herein or, with respect to the Merger and to or the extent required by Delaware Lawtransactions contemplated thereby, in connection, or in compliance, with the provisions of the HSR Act, the recordation Securities Act, the Exchange Act, the Foreign Laws and the environmental, corporation, securities or blue sky laws or regulations of appropriate merger documents as required by Delaware Law). This Merger Agreement has been duly and validly executed and delivered the various states, no filing or registration with, or authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company and, assuming the due authorization, execution and delivery by the Offerors, constitutes a legal, valid and binding obligation of the Merger or the other transactions contemplated hereby, other than filings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have a Company enforceable against Material Adverse Effect or prevent the Company in accordance with its terms. (i) The Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement, the Offer and the Merger are fair to and in the best interests consummation of the Company transactions contemplated hereby and its stockholders (other than the Offerors and their affiliates), (B) determined that this Merger Agreement, the Offer and the Merger should be approved and declared advisable by the Board and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto and (iii) the Board, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement and the Merger are fair to and in the best interests of the Company and its stockholders (other than the Offerors and their affiliates), (B) approved and declared advisable this Merger Agreement, the Offer and the Merger and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant theretothereby.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. (a) The Company Each of the Purchaser and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Merger Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated herebycarry out its respective obligations hereunder. The execution and delivery of this Merger Agreement by the Company Purchaser and Merger Sub and the consummation by the Company Purchaser and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe respective Boards of Directors of the Purchaser and Merger Sub and by the Purchaser as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of the Company Purchaser or Merger Sub are necessary to authorize this Merger Agreement or to consummate and the transactions contemplated hereby hereby. This Merger Agreement has been duly executed and delivered by the Purchaser and Merger Sub and constitutes a valid and binding obligation of each such entity. Neither the Purchaser nor Merger Sub is subject to or obligated under any provision of (i) its respective Certificate or Articles of Incorporation or By-Laws, (ii) any contract, agreement, mortgage, indenture or other thandocument, with (iii) any license, franchise or permit or (iv) any law, regulation, order, judgment or decree, which would be breached or violated or in respect of which a right of termination or acceleration or any encumbrance on any of its assets would be created by its execution and performance of this Merger Agreement, except (as to (ii), (iii) or (iv) above) where such breach, violation or right would not individually, or in the aggregate, prevent or materially delay the Purchaser or Merger Sub from performing its obligations under this Merger Agreement. The consummation of Merger by the Purchaser and to Merger Sub will not require the extent required by Delaware Lawconsent or approval of any party other than (i) satisfaction of applicable requirements, if any, of the Securities Exchange Act of 1934 (the "Exchange Act"), state "blue sky" or takeover laws and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (xx) filing and recordation of appropriate merger documents as required by Delaware Law). This Merger Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Offerors, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. (i) The Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement, the Offer and the Merger are fair to and in the best interests of the Company and its stockholders (other than the Offerors and their affiliates), (B) determined that this Merger Agreement, the Offer and the Merger should be approved and declared advisable by the Board and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto Pennsylvania Law and (iii) where failure to obtain such consents or approvals would not prevent or materially delay the Board, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Purchaser or Merger Agreement and the Merger are fair to and in the best interests of the Company and Sub from performing its stockholders (other than the Offerors and their affiliates), (B) approved and declared advisable obligations under this Merger Agreement, the Offer and the Merger and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. (a) The Company Each of the Purchaser and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Merger Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated herebycarry out its respective obligations hereunder. The execution and delivery of this Merger Agreement by the Company Purchaser and Merger Sub and the consummation by the Company Purchaser and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe respective Boards of Directors of the Purchaser and Merger Sub and by the Purchaser as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of the Company Purchaser or Merger Sub are necessary to authorize this Merger Agreement or to consummate and the transactions contemplated hereby hereby. This Merger Agreement has been duly executed and delivered by the Purchaser and Merger Sub and constitutes a valid and binding obligation of each such entity. Neither the Purchaser nor Merger Sub is subject to or obligated under any provision of (i) its respective Certificate or Articles of Incorporation or By-Laws, (ii) any contract, agreement, mortgage, indenture or other thandocument, with (iii) any license, franchise or permit or (iv) any law, regulation, order, judgment or decree, which would be breached or violated or in respect of which a right of termination or acceleration or any encumbrance on any of its assets would be created by its execution and performance of this Merger Agreement, except (as to (ii), (iii) or (iv) above) where such breach, violation or right would not individually, or in the aggregate, prevent or materially delay the Purchaser or Merger Sub from performing its obligations under this Merger Agreement. The consummation of Merger by the Purchaser and to Merger Sub will not require the extent required by Delaware Lawconsent or approval of any party other than (i) satisfaction of applicable requirements, if any, of the Securities Exchange Act of 1934 (the "Exchange Act"), state "blue sky" or takeover laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) filing and recordation of appropriate merger documents as required by Delaware Law). This Merger Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Offerors, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. (i) The Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement, the Offer and the Merger are fair to and in the best interests of the Company and its stockholders (other than the Offerors and their affiliates), (B) determined that this Merger Agreement, the Offer and the Merger should be approved and declared advisable by the Board and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto Pennsylvania Law and (iii) where failure to obtain such consents or approvals would not prevent or materially delay the Board, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Purchaser or Merger Agreement and the Merger are fair to and in the best interests of the Company and Sub from performing its stockholders (other than the Offerors and their affiliates), (B) approved and declared advisable obligations under this Merger Agreement, the Offer and the Merger and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. (a) The Company Purchaser has all necessary corporate power and authority to execute and deliver this Merger Agreement, to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby. Xx. Xxxxxxx has full capacity to execute and deliver this Merger Agreement, to perform his obligations hereunder and to consummate the Offer, the Merger and other transactions contemplated hereby. The execution and delivery of this Merger Agreement by the Company Purchaser and the consummation by the Company Purchaser of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company Purchaser are necessary to authorize this Merger Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger and Merger, the execution of a stockholder written consent by Purchaser, to the extent required by Delaware Law, and the filing and recordation of appropriate merger documents as required by Delaware Law). This Merger Agreement has been duly and validly executed and delivered by the Company Offerors and, assuming the due authorization, execution and delivery by the OfferorsCompany, constitutes a legal, valid and binding obligation of the Company Offerors enforceable against the Company each of them in accordance with its terms. (ib) The Special Committee has been duly authorized and constitutedPurchaser, (ii) the Special Committee, at a meeting thereof duly called and held by written consent of its Board of Directors adopted on June 10, 2003, (Ai) determined that this Merger Agreement, the Offer and the Merger are fair to and in the best interests of the Company Purchaser and its stockholders (other than the Offerors and their affiliates), (B) determined that this Merger Agreement, the Offer and the Merger should be approved and declared advisable by the Board stockholder and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto and (iii) the Board, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement and the Merger are fair to and in the best interests of the Company and its stockholders (other than the Offerors and their affiliates), (Bii) approved and declared advisable this Merger Agreement, the Offer and the Merger and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant theretoMerger.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. (a) The Company Parent has all necessary the ------------------------------------------- corporate power and authority to execute and deliver enter into this Merger Agreement, Agreement and to perform carry out its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution and delivery of this Merger Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionParent's Board of Directors. This Merger Agreement constitutes a valid and binding obligation of Parent enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and no except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. No other corporate proceedings on the part of the Company Parent are necessary to authorize this Merger Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger and to the extent required by Delaware Law, the recordation of appropriate merger documents as required by Delaware Law). This Merger Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Offerors, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. (i) The Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement, the Offer and the Merger are fair to and in the best interests of the Company and its stockholders (other than the Offerors and their affiliates), (B) determined that this Merger Agreement, the Offer and the Merger should be approved and declared advisable by the Board and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto and (iii) the Board, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement and the Merger are fair to and in the best interests of the Company and its stockholders (transactions contemplated hereby, other than the Offerors and approval of the Stock Issuance Proposal by the holders of Parent Common Stock. Parent is not subject to or obligated under (i) any charter, by?law, indenture or other loan document provision or (ii) any other contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent or any of its subsidiaries or their affiliatesrespective properties or assets, which would be breached or violated, or under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit, by its executing and carrying out this Merger Agreement other than, in the case of clause (Bii) approved only, the laws and declared advisable regulations referred to in the next sentence. Except as referred to herein or in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act of ------- 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as -------------- amended (the "Exchange Act"), and other governmental approvals required under ------------ the applicable laws of any foreign jurisdiction ("Foreign Laws") and the ------------ environmental, corporation, securities or blue sky laws or regulations of the various states ("State Laws") (all of which required consents and approvals ---------- under Foreign Laws and State Laws are identified in Schedule 4.4 to the Parent Disclosure Schedule), no filing by Parent or registration by Parent with any public body or authority is necessary for, nor is any authorization, consent or approval of any public body or authority required to be obtained by Parent for, the consummation of the Merger or the other transactions contemplated by this Merger Agreement, the Offer and the Merger and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. (a) The Company has all necessary the corporate power and authority to execute and deliver enter into this Merger Agreement, subject to perform the requisite approval of this Merger Agreement by the holders of a majority of the Company Common Stock, and to enter into the Stock Option Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution and delivery of this Merger Agreement by and the Company Stock Option Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionthe Board of Directors of the Company. Each of this Merger Agreement and the Stock Option Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms. Except for the requisite approval by the holders of Company Common Stock, and no other corporate proceedings on the part of the Company are necessary to authorize this Merger Agreement and the transactions contemplated hereby. No other corporate proceedings are necessary to authorize the Stock Option Agreement and the transactions contemplated thereby. The Company is not subject to or obligated under (i) any charter or by-law provision or (ii) except as set forth in Schedule 5.4 of the Company Disclosure Schedule, any indenture or other loan document, contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to consummate the Company or any of its subsidiaries or their respective properties or assets which would be breached or violated, or under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit, by its executing and carrying out this Merger Agreement or the Stock Option Agreement, other than, in the case of clause (ii) only, (A) any breaches, violations, defaults, terminations, cancellations, accelerations or losses which, either individually or in the aggregate, will not have a Company Material Adverse Effect or prevent the consummation of the transactions contemplated hereby or thereby and (other thanB) the laws and regulations referred to in the next sentence. Except as referred to herein or, with respect to the Merger and to or the extent required by Delaware Lawtransactions contemplated thereby, in connection, or in compliance, with the provisions of the HSR Act, the recordation Securities Act, the Exchange Act, the Foreign Laws and the environmental, corporation, securities or blue sky laws or regulations of appropriate merger documents as required by Delaware Law). This Merger Agreement has been duly and validly executed and delivered the various states, no filing or registration with, or authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company and, assuming the due authorization, execution and delivery by the Offerors, constitutes a legal, valid and binding obligation of the Company enforceable against Merger or the Company in accordance with its terms. (i) The Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement, the Offer and the Merger are fair to and in the best interests of the Company and its stockholders (other than the Offerors and their affiliates), (B) determined that this Merger Agreement, the Offer and the Merger should be approved and declared advisable transactions contemplated by the Board and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto and (iii) the Board, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement and or by the Merger are fair Stock Option Agreement, other than filings, registrations, authorizations, consents or approvals the failure of which to and in make or obtain would not have a Company Material Ad verse Effect or prevent the best interests consummation of the Company and its stockholders (other than the Offerors and their affiliates), (B) approved and declared advisable this Merger Agreement, the Offer and the Merger and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant theretotransactions contemplated hereby or thereby.

AUTHORITY RELATIVE TO THIS MERGER AGREEMENT. (a) Approval; Fairness. The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Merger Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution and delivery of this Merger Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Merger Agreement and the transactions contemplated hereby, except for any required approval of the Merger by holders of a majority of the votes cast at the Company Shareholders' Meeting by holders of the Company Common Stock (assuming a quorum is present) as set forth in Section 6.2 of this Merger Agreement (the "Company Requisite Vote"). This Merger Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable in accordance with its terms. The Board of Directors of the Company (A) has unanimously approved this Merger Agreement and the Merger and other transactions contemplated hereby and (B) has received the opinion of its financial advisors, U.S. Bancorp Piper Jaffray, to the effect that the consideration to be received by xxx xxxxxxx of the Shares in the Merger is fair to such holders from a financial point of view, a copy of which opinion shall be delivered to the Purchaser within one (1) business day after the date hereof. The execution, delivery and performance of this Merger Agreement by the Company do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the articles of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, a default under, the acceleration of any obligations under or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 4.13 hereof) or permit, franchise or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated hereby by this Merger Agreement. Section 4.5 of the Disclosure Letter sets forth a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Merger Agreement (other than, whether or not subject to the exception set forth with respect to clauses (B) and (C) above). Except as set forth in Section 4.5 of the Disclosure Letter, the consummation of the Merger by the Company and to the extent required by Delaware Lawother transactions contemplated hereby will not require the consent or approval of or registration or filing with any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign, other than (i) approval of the Company's shareholders, (ii) applicable requirements, if any, of the Exchange Act, state "blue sky" or takeover laws and the HSR Act and (iii) filing and recordation of appropriate merger documents as required by Delaware the Pennsylvania Law). This To the knowledge of the Company, no state takeover statute or similar statute or regulation (each, a "Takeover Statute") applies or purports to apply to the Merger, this Merger Agreement has been duly and validly executed and delivered by or any of the transactions contemplated hereby. To the full extent possible, the Company andhas opted out of Sections 1715, assuming the due authorization2538, execution 25E, 25F, 25G and delivery by the Offerors, constitutes a legal, valid and binding obligation 25H of the Company enforceable against the Company in accordance with its terms. (i) The Special Committee has been duly authorized and constituted, (ii) the Special Committee, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement, the Offer and the Merger are fair to and in the best interests Pennsylvania Law. By virtue of the Company and its stockholders (other than the Offerors and their affiliates), (B) determined that this Merger Agreement, the Offer and the Merger should be resolutions approved and declared advisable by the Board and (C) resolved to recommend that the Company's stockholders accept Board of Directors, the Offer and tender their Shares pursuant thereto and (iii) the BoardMerger, at a meeting thereof duly called and held on June 10, 2003, (A) determined that this Merger Agreement and the Merger are fair transactions contemplated hereby will not be subject to and the provisions set forth in Article 11 of the best interests Company's articles of incorporation. Pursuant to Pennsylvania Law, no shareholder of the Company and its stockholders (other than shall have any dissenters or appraisal rights with respect to the Offerors and their affiliates), (B) approved and declared advisable this Merger Agreement, the Offer and the Merger and (C) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant theretoMerger.