Common use of Authority Relative Clause in Contracts

Authority Relative. to This Agreement and the STC Sock Option Agreement. STC has all necessary corporate power and authority to execute and deliver this Agreement and the STC Stock Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the STC Stock Option Agreement by STC and the consummation by STC of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of STC are necessary to authorize this Agreement or the STC Stock Option Agreement or to consummate such transactions (other than the approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of STC Capital Stock and Series A Preferred Stock entitled to vote with respect thereto at the STC Stockholders' Meeting, in each case voting together as a single class, and the filing and recordation of the Certificate of Merger as required by the General Corporation Law). This Agreement and the STC Stock Option Agreement have been duly executed and delivered by STC and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations of STC, enforceable against STC in accordance with their terms.

Authority Relative. to This Agreement and the STC Sock Stock Option Agreement. STC has all necessary corporate power and authority to execute and deliver this Agreement and the STC Stock Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the STC Stock Option Agreement by STC and the consummation by STC of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of STC are necessary to authorize this Agreement or the STC Stock Option Agreement or to consummate such transactions (other than the approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of STC Capital Stock and Series A Preferred Stock entitled to vote with respect thereto at the STC Stockholders' Meeting, in each case voting together as a single class, and the filing and recordation of the Certificate of Merger as required by the General Corporation Law). This Agreement and the STC Stock Option Agreement have been duly executed and delivered by STC and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, valid and binding obligations of STC, enforceable against STC in accordance with their terms.. 12

Authority Relative. to This Agreement and the STC CGI Sock Option Agreement. STC has CGI and Merger Sub have all necessary corporate power and authority to execute and deliver this Agreement and the STC CGI Stock Option Agreement, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the STC CGI Stock Option Agreement by STC CGI and Merger Sub and the consummation by STC CGI and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of STC CGI or Merger Sub are necessary to authorize this Agreement or the STC CGI Stock Option Agreement or to consummate such transactions (other than the approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of STC Capital Stock and Series A Preferred Stock entitled to vote votes cast by CGI's stockholders with respect thereto at the STC CGI Stockholders' Meeting, in each case voting together as a single class, Meeting and the filing and recordation of the Certificate of Merger as required by the General Corporation Law). This Agreement and the STC CGI Stock Option Agreement have been duly executed and delivered by STC CGI and Merger Sub and, assuming the due authorization, execution and delivery by the other parties hereto and theretoSTC, constitute legal, valid and binding obligations of STCCGI and Merger Sub, enforceable against STC CGI and Merger Sub in accordance with their terms.