Common use of Authority Relative to this Merger Agreement Clause in Contracts

Authority Relative to this Merger Agreement. Parent and Sub have the corporate power to enter into this Merger Agreement and to carry out their respective obligations hereunder. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Parent and 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 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 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 (B) the laws and 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, 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 or the other transactions contemplated by this Merger Agreement, other than filings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have a Parent Material Adverse Effect or prevent the consummation of the transactions contemplated hereby.

Authority Relative to this Merger Agreement. Parent and Sub have The Company has the corporate power to enter into this Merger Agreement, subject to 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 their respective its obligations hereunder. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Company's Board of Directors of Parent and SubDirectors. This Merger Agreement constitutes a valid and binding obligation of Parent and Sub the Company enforceable against such parties in accordance with its termsterms 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. No 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 Parent or Sub the Company are necessary to authorize this Merger Agreement and the transactions contemplated hereby. Parent and Sub are The Company is not subject to or obligated under (i) any charter or charter, by-law law, indenture or other loan document provision (other than as set forth in the Company Disclosure Schedule) or (ii) any other contract, license, indenture or other loan document, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent or Sub the Company or any of their respective its subsidiaries or their respective properties or assets, 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 Agreement, other than, in the case of clause (ii) only, (A) any breaches, violations, defaults, terminations, cancellations, accelerations or losses which, either individually singly or in the aggregate, will not have a Parent Company Material Adverse Effect or prevent the consummation of the transactions contemplated hereby and (B) the laws and regulations referred to in the next sentence. Except as referred to herein or, with respect to the Merger or the transactions contemplated thereby, in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT")Act, the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, the Securities Exchange Act of 1934Act, as amended (the "EXCHANGE ACT"), and other governmental approvals required under the applicable laws of any foreign jurisdiction ("FOREIGN LAWS") 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 the Company of the Merger or the other transactions contemplated by this Merger Agreementhereby, other than filings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have a Parent Company Material Adverse Effect or prevent the consummation of the transactions contemplated herebyhereby and thereby.

Authority Relative to this Merger Agreement. Parent and Sub have has the ------------------------------------------- corporate power to enter into this Merger Agreement and to carry out their respective its obligations hereunder. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Parent's Board of Directors of Parent and SubDirectors. This Merger Agreement constitutes a valid and binding obligation of Parent and Sub enforceable against such parties in accordance with its termsterms 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. No other corporate proceedings on the part of Parent or Sub are necessary to authorize this the Merger Agreement and the transactions contemplated hereby, other than the approval of the Stock Issuance Proposal by the holders of Parent Common Stock. Parent and Sub are is not subject to or obligated under (i) any charter charter, by?law, indenture or by-law other loan document provision or (ii) any other contract, license, indenture or other loan document, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent or Sub or any of their respective 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 individually or in the aggregate, will not have a Parent Material Adverse Effect or prevent the consummation of the transactions contemplated hereby and (B) the laws and 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 ACTAct"), the Securities Act of ------- 1933, as amended (the "SECURITIES ACTSecurities Act"), the Securities Exchange Act of 1934, as -------------- amended (the "EXCHANGE ACTExchange Act"), and other governmental approvals required under ------------ the applicable laws of any foreign jurisdiction ("FOREIGN LAWSForeign Laws") and the ------------ environmental, corporation, securities or blue sky laws or regulations of the various statesstates ("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 with, or authorization, consent or approval of, by Parent with any public body or authority is necessary for for, nor is any authorization, consent or approval of any public body or authority required to be obtained by Parent for, the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Merger Agreement, other than filings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have a Parent Material Adverse Effect or prevent the consummation of the transactions contemplated hereby.

Authority Relative to this Merger Agreement. Parent and Sub have The Company has the corporate power to enter into this Merger Agreement, subject to 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 their respective its obligations hereunderhereunder and thereunder. The execution and delivery of this Merger Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Parent the Company. Each of this Merger Agreement and Sub. This Merger the Stock Option Agreement constitutes a valid and binding obligation of Parent and Sub the Company enforceable against such parties the Company in accordance with its terms. No Except for the requisite approval by the holders of Company Common Stock, no other corporate proceedings on the part of Parent or Sub the Company are necessary to authorize this Merger Agreement and the transactions contemplated hereby. Parent No other corporate proceedings are necessary to authorize the Stock Option Agreement and Sub are 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 contract, license, indenture or other loan document, contract, license, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent or Sub the Company or any of their respective its subsidiaries or their respective properties or assets, 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 Parent Company Material Adverse Effect or prevent the consummation of the transactions contemplated hereby or thereby and (B) the laws and regulations referred to in the next sentence. Except as referred to herein or, with respect to the Merger or the transactions contemplated thereby, in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT")Act, the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, the Securities Exchange Act of 1934Act, as amended (the "EXCHANGE ACT"), and other governmental approvals required under the applicable laws of any foreign jurisdiction ("FOREIGN LAWS") 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 the Company of the Merger or the other transactions contemplated by this Merger Agreement or by the Stock Option Agreement, other than filings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have a Parent Company Material Adverse Ad verse Effect or prevent the consummation of the transactions contemplated herebyhereby or thereby.

Authority Relative to this Merger Agreement. Parent Each of the Purchaser and Merger Sub have has the requisite corporate power and authority to enter into this Merger Agreement and to carry out their its respective obligations hereunder. The execution and delivery of this Merger Agreement by the Purchaser and Merger Sub and the consummation by the Purchaser and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board respective Boards of Directors of Parent the Purchaser and Merger Sub and by the Purchaser as the sole shareholder of Merger Sub. This Merger Agreement constitutes a valid , and binding obligation of Parent and Sub enforceable against such parties in accordance with its terms. No no other corporate proceedings on the part of Parent the Purchaser or Merger Sub are necessary to authorize this Merger Agreement and the transactions contemplated hereby. Parent This Merger Agreement has been duly executed and delivered by the Purchaser and Merger Sub are not 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) any charter its respective Certificate or byArticles of Incorporation or By-law provision or Laws, (ii) any contract, licenseagreement, mortgage, indenture or other loan document, franchise(iii) any license, permitfranchise or permit or (iv) any law, regulation, order, judgment or decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent or Sub or any of their respective subsidiaries or their respective properties or assets, which would be breached or violated, violated or under in respect of 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 termination or acceleration or any encumbrance on any of any obligation or the loss of a material benefit, its assets would be created by its executing execution and carrying out performance of this Merger Agreement other thanAgreement, in the case of clause except (as to (ii) only), (Aiii) any breachesor (iv) above) where such breach, violationsviolation or right would not individually, defaults, terminations, cancellations, accelerations or losses which, either 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 Merger Sub will not have a Parent Material Adverse Effect require the consent or prevent the consummation approval of any party other than (i) satisfaction of applicable requirements, if any, of the transactions contemplated hereby and Securities Exchange Act of 1934 (B) the "Exchange Act"), state "blue sky" or takeover laws and regulations referred to in the next sentence. Except as referred to herein or in connection, or in compliance, with the provisions of the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ACTXXX Xxx"), (xx) filing and recordation of appropriate merger documents as required by the Securities Act of 1933, as amended Pennsylvania Law and (iii) where failure to obtain such consents or approvals would not prevent or materially delay the "SECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and other governmental approvals required Purchaser or Merger Sub from performing its obligations 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 or the other transactions contemplated by this Merger Agreement, other than filings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have a Parent Material Adverse Effect or prevent the consummation of the transactions contemplated hereby.

Authority Relative to this Merger Agreement. Parent and Sub have the Approval; Fairness. The Company has all requisite corporate power and authority to enter into this Merger Agreement and to carry out their respective perform its 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 authorized by the Board of Directors of Parent the Company and Sub. This Merger Agreement constitutes a valid and binding obligation of Parent and Sub enforceable against such parties in accordance with its terms. No no other corporate proceedings on the part of Parent or Sub 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"). Parent This Merger Agreement has been duly executed and Sub are not subject 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 obligated under result in (iA) any charter a breach or violation of, or a default under, the articles of incorporation or by-law provision laws of the Company or the comparable governing instruments of any of its Subsidiaries, (iiB) a breach or violation of, a default under, the acceleration of any contractobligations under or the creation of a lien, licensepledge, indenture security interest or other loan document, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent or Sub encumbrance on the assets of the Company 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 its Subsidiaries (with or without notice or notice, lapse of time, time or both)) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or under 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 there would arise a right the Company or any of termination, cancellation its Subsidiaries is subject or acceleration (C) any change in the rights or obligations of any obligation or party under any of the loss of a material benefitContracts, by its executing and carrying out this Merger Agreement other thanexcept, in the case of clause (iiB) onlyor (C) above, (A) for any breachesbreach, violationsviolation, defaultsdefault, terminationsacceleration, cancellationscreation or change that, accelerations or losses which, either individually or in the aggregate, will could not reasonably be expected to have a Parent Material Adverse Effect or prevent prevent, materially delay or materially impair the consummation ability of the transactions contemplated hereby and (B) Company to consummate the laws and 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, 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 or the other transactions contemplated by this Merger Agreement, other than filings, registrations, authorizations, . 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 approvals the failure of which waivers are or may be required prior to make or obtain would not have a Parent Material Adverse Effect or prevent the consummation of the transactions contemplated by this Merger Agreement (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 the other 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 the Pennsylvania Law. 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 or any of the transactions contemplated hereby. To the full extent possible, the Company has opted out of Sections 1715, 2538, 25E, 25F, 25G and 25H of the Pennsylvania Law. By virtue of resolutions approved by the Company's Board of Directors, the Merger, this Merger Agreement and the transactions contemplated hereby will not be subject to the provisions set forth in Article 11 of the Company's articles of incorporation. Pursuant to Pennsylvania Law, no shareholder of the Company shall have any dissenters or appraisal rights with respect to the Merger.

Authority Relative to this Merger Agreement. Parent and Sub have The Company has ------------------------------------------- the corporate power to enter into this Merger Agreement, subject to the requisite approval of this Merger Agreement by the holders of Company Common Stock, and to carry out their respective its obligations hereunder. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Company's Board of Directors of Parent and SubDirectors. This Merger Agreement constitutes a valid and binding obligation of Parent and Sub the Company enforceable against such parties in accordance with its termsterms 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. No Except for the requisite approval of the holders of Company Common Stock, no other corporate proceedings on the part of Parent or Sub the Company are necessary to authorize this Merger Agreement and the transactions contemplated hereby. Parent and Sub are The Company is not subject to or obligated under (i) any charter or charter, by-law law, indenture or other loan document provision or (ii) any other contract, license, indenture or other loan document, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent or Sub the Company or any of their respective its subsidiaries or their respective properties or assets, 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 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 (B) the laws and regulations referred to in the next sentence. Except as referred to herein or, with respect to the Merger or the transactions contemplated thereby, in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT")Act, the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, the Securities Exchange Act of 1934Act, as amended (the "EXCHANGE ACT"), and other governmental approvals required under the applicable laws of any foreign jurisdiction ("FOREIGN LAWS") Foreign Laws and the environmental, corporation, securities or blue sky laws or regulations State Laws (all of which required consents and approvals under Foreign Laws and State Laws are identified in Schedule 5.4 to the various statesCompany Disclosure Schedule), no filing by the Company or registration with, or authorization, consent or approval of, by the Company with any public body or authority is necessary for for, nor is any authorization, consent or approval of any public body or authority required to be obtained by the Company for, the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Merger Agreement, other than filings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have a Parent Material Adverse Effect or prevent the consummation of the transactions contemplated hereby.

Authority Relative to this Merger Agreement. Parent and Sub have The Company has ------------------------------------------- the corporate power to enter into this Merger Agreement and and, subject to the requisite approval of this Merger Agreement by the holders of Company Common Stock, to carry out their respective its obligations hereunder. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Company's Board of Directors of Parent and SubDirectors. This Merger Agreement constitutes a valid and binding obligation of Parent and Sub the Company enforceable against such parties it in accordance with its termsterms 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. No Except for the requisite approval of the holders of Company Common Stock, no other corporate proceedings on the part of Parent or Sub the Company are necessary to authorize this Merger Agreement and the transactions contemplated hereby. Parent The execution, delivery and Sub are performance of this Merger Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not subject to or obligated under and will not: (i) any charter conflict with or byviolate the Articles of Incorporation or By-law provision or laws of the Company; (ii) violate or conflict with any contract, license, indenture or other loan document, franchise, permit, order, license, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent the Company or Sub or by which any of their respective subsidiaries its properties are bound or their respective properties or assets, which would be breached or violatedaffected, or under which there would be (iii) result in any breach or violation of, or constitute a default (with or without notice or lapse of timetime or both) under, or both), or under which there would arise a right give to others any rights of termination, cancellation or acceleration of, or result in the creation of any obligation lien or encumbrance on any of the loss properties or assets of a material benefitthe Company pursuant to any note, by bond, mortgage, indenture or other loan document, contract, agreement, lease instrument or franchise to which the Company or its executing and carrying out this Merger Agreement properties is bound or affected other than, in the case of clause (ii) only, : (A) any breaches, violations, defaults, terminations, cancellations, accelerations accelerations, liens or losses whichencumbrances which would not, either individually or in the aggregate, will not have a Parent Company Material Adverse Effect or prevent the consummation of the transactions contemplated hereby hereby, and (B) the laws and regulations referred to in the next sentence. Except as referred to herein or or, in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT")Act, the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, the Securities Exchange Act of 1934Act, 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 Blue Sky laws or regulations of the various states, and Applicable Insurance Laws including, without limitation, 8 V.S.A. Sections 3431(a) and 3683, and other similar requirements in states in which the Company is licensed as an insurance company or agency, 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 the Company of the Merger or the other transactions contemplated by this Merger Agreementhereby, other than filings, registrations, authorizations, consents or approvals which if not obtained or made would not, individually or in the failure of which to make or obtain would not aggregate, have a Parent Company Material Adverse Effect or prevent the consummation of the transactions contemplated herebyhereby and thereby.

Authority Relative to this Merger Agreement. Each of the Parent and ------------------------------------------- Merger Sub have has the corporate requisite power and authority to enter into this Merger Agreement and to carry out their its respective obligations hereunder. The execution and delivery of this Merger Agreement by the Parent and Merger Sub and the consummation by the Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board respective Boards of Directors of the Parent and Merger Sub. This Merger Agreement constitutes a valid , and binding obligation of Parent and Sub enforceable against such parties in accordance with its terms. No no other corporate proceedings on the part of the Parent or Merger Sub are necessary to authorize this Merger Agreement and the transactions contemplated hereby. This Merger Agreement has been duly executed and delivered by the Parent and Merger Sub are not and, assuming due and valid authorization, execution and delivery hereof by the Company, constitutes a valid and binding obligation of each such entity. Subject to compliance with the applicable provisions of the New Jersey Law, neither the Parent nor Merger Sub is subject to or obligated under any provision of (i) any charter its respective Certificate or byArticles of Incorporation, or By-law provision or Laws, (ii) any contract, licenseagreement, mortgage, indenture or other loan document, franchise(iii) any license, permitfranchise or permit or (iv) any law, regulation, order, judgment or decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent or Sub or any of their respective subsidiaries or their respective properties or assets, which would be breached or violated, violated or under in respect of 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 termination or acceleration or any encumbrance on any of any obligation or the loss of a material benefit, its assets would be created by its executing execution and carrying out performance of this Merger Agreement other thanAgreement, in the case of clause except (as to (ii) only), (Aiii) any breachesor (iv) above) where such breach, violationsviolation or right would not individually, defaults, terminations, cancellations, accelerations or losses which, either individually or in the aggregate, will not have a prevent or materially delay the Parent Material Adverse Effect or prevent the Merger Sub from performing its obligations under this Merger Agreement. The consummation of the transactions contemplated hereby Merger by the Parent and Merger Sub will not require the consent or approval of any party other than (Bi) satisfaction of applicable requirements, if any, of the laws and regulations referred to in Securities Exchange Act of 1934, as amended (the next sentence. Except as referred to herein "Exchange Act"), state "blue sky" or in connectiontakeover laws, 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 LAWSAct") and the environmentalCompetition Act (Canada), corporation, securities (ii) filing and recordation of appropriate merger documents as required by the New Jersey Law and (iii) where failure to obtain such consents or blue sky laws approvals would not prevent or regulations of materially delay the various states, no filing Parent or registration with, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent and Merger Sub of the Merger or the other transactions contemplated by from performing its obligations under this Merger Agreement, other than filings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have a Parent Material Adverse Effect or prevent the consummation of the transactions contemplated hereby.

Authority Relative to this Merger Agreement. Parent and Sub have The Company has the corporate power to enter into this Merger Agreement, subject to 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 their respective its obligations hereunder. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Company's Board of Directors of Parent and SubDirectors. This Merger Agreement constitutes a valid and binding obligation of Parent and Sub the Company enforceable against such parties in accordance with its termsterms 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. No 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 Parent or Sub the Company are necessary to authorize this Merger Agreement and the transactions contemplated hereby. Parent and Sub are The Company is not subject to or obligated under (i) any charter or charter, by-law law, indenture or other loan document provision (other than as set forth in the Company Disclosure Schedule) or (ii) any other contract, license, indenture or other loan document, franchise, permit, order, decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent or Sub the Company or any of their respective its subsidiaries or their respective properties or assets, 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 Agreement, other than, in the case of clause (ii) only, (A) any breaches, violations, defaults, terminations, cancellations, accelerations or losses which, either individually singly or in the aggregate, will not have a Parent Company Material Adverse Effect or prevent the consummation of the transactions contemplated hereby and (B) the laws and regulations referred to in the next sentence. Except as referred to herein or, with respect to the Merger or the transactions contemplated thereby, in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT")Act, the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, the Securities Exchange Act of 1934Act, as amended (the "EXCHANGE ACT"), and other governmental approvals required under the applicable laws of any foreign jurisdiction ("FOREIGN LAWS") 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 the Company of the Merger or the other transactions contemplated by this Merger Agreementhereby, other than filings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have a Parent Company Material Adverse Effect or prevent the consummation of the transactions contemplated herebyhereby and thereby.

Authority Relative to this Merger Agreement. Parent Each of the Purchaser and Merger Sub have has the requisite corporate power and authority to enter into this Merger Agreement and to carry out their its respective obligations hereunder. The execution and delivery of this Merger Agreement by the Purchaser and Merger Sub and the consummation by the Purchaser and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board respective Boards of Directors of Parent the Purchaser and Merger Sub and by the Purchaser as the sole shareholder of Merger Sub. This Merger Agreement constitutes a valid , and binding obligation of Parent and Sub enforceable against such parties in accordance with its terms. No no other corporate proceedings on the part of Parent the Purchaser or Merger Sub are necessary to authorize this Merger Agreement and the transactions contemplated hereby. Parent This Merger Agreement has been duly executed and delivered by the Purchaser and Merger Sub are not 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) any charter its respective Certificate or byArticles of Incorporation or By-law provision or Laws, (ii) any contract, licenseagreement, mortgage, indenture or other loan document, franchise(iii) any license, permitfranchise or permit or (iv) any law, regulation, order, judgment or decree, concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation applicable to Parent or Sub or any of their respective subsidiaries or their respective properties or assets, which would be breached or violated, violated or under in respect of 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 termination or acceleration or any encumbrance on any of any obligation or the loss of a material benefit, its assets would be created by its executing execution and carrying out performance of this Merger Agreement other thanAgreement, in the case of clause except (as to (ii) only), (Aiii) any breachesor (iv) above) where such breach, violationsviolation or right would not individually, defaults, terminations, cancellations, accelerations or losses which, either 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 Merger Sub will not have a Parent Material Adverse Effect require the consent or prevent the consummation approval of any party other than (i) satisfaction of applicable requirements, if any, of the transactions contemplated hereby and Securities Exchange Act of 1934 (B) the "Exchange Act"), state "blue sky" or takeover laws and 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 ACTAct"), (ii) filing and recordation of appropriate merger documents as required by the Securities Act of 1933, as amended Pennsylvania Law and (iii) where failure to obtain such consents or approvals would not prevent or materially delay the "SECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and other governmental approvals required Purchaser or Merger Sub from performing its obligations 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 or the other transactions contemplated by this Merger Agreement, other than filings, registrations, authorizations, consents or approvals the failure of which to make or obtain would not have a Parent Material Adverse Effect or prevent the consummation of the transactions contemplated hereby.