Common use of Authorization of Agreement; No Violation Clause in Contracts

Authorization of Agreement; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly, validly and unanimously approved by the Company Board. The Company Board (at a meeting duly called and held) has, by the unanimous vote of all directors of the Company, made the Company Board Recommendation and taken the other actions described in Section 1.2(a) and such board resolutions have not been amended, withdrawn or rescinded in any way. The Company Board has taken all actions necessary so that the provisions of Section 607.0901 of the FBCA and the voting restrictions contained in Section 607.0902 of the FBCA will not apply with respect to or as a result of the Offer, the Merger, this Agreement, the Support Agreements and the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) None of (i) the execution, delivery or performance of this Agreement or the Support Agreements, (ii) the purchase of the shares of Company Common Stock tendered pursuant to the Offer, (iii) the compliance by the Company with the provisions of this Agreement or (iv) the consummation of the Merger and the other transactions contemplated by this Agreement, will, directly or indirectly, (with or without notice or lapse of time, or both) (A) contravene, conflict with, or result in any violation or breach of (1) any provision of the Company Articles or Company Bylaws or comparable governing documents of the Company Subsidiaries, or (2) any resolution adopted by the Company’s shareholders, the Company Board, or any committee of the Company Board, (B) assuming that the Company Consents are duly obtained, (1) violate any Law or Order applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets, or (2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the modification, cancellation, acceleration or termination of or a right of modification, cancellation, acceleration or termination under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties, rights or assets of the Company or the Company Subsidiaries under, any of the terms, conditions or provisions of any Contract to which the Company or any of the Company Subsidiaries is a party, or by which any of them or any of their respective properties, rights or assets is bound, except, with respect solely to clause (B)(2), for such Contracts, properties, rights or assets that would not be material to the Company or any Company Subsidiary.

Authorization of Agreement; No Violation. (a) The Company Each of Parent and Merger Sub has full all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and and, subject to Parent Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly, duly and validly and unanimously approved authorized by the Company Board. The Company Board (at a meeting duly called and held) has, by the unanimous vote board of all directors of the Company, made the Company Board Recommendation and taken the other actions described in Section 1.2(a) and such board resolutions have not been amended, withdrawn or rescinded in any way. The Company Board has taken all actions necessary so that the provisions of Section 607.0901 of the FBCA Parent and the voting restrictions contained in Section 607.0902 manager of the FBCA will not apply with respect to or Merger Sub. Parent, as a result sole holder of the Offerlimited liability company interests of Merger Sub, the Merger, has adopted and approved this Agreement, the Support Agreements Agreement and the transactions contemplated hereby by this Agreement, including the Merger. No other corporate or limited liability company proceedings on the part of Parent or Merger Sub are necessary to authorize and therebyapprove this Agreement or to consummate the transactions contemplated by this Agreement, except for the receipt of Parent Stockholder Approval. This Agreement has been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by Parent and Merger Subthe Company, constitutes the valid and binding obligation of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) None of (i) Neither the execution, execution and delivery or performance by Parent and Merger Sub of this Agreement or the Support Agreements, (ii) the purchase of the shares of Company Common Stock tendered pursuant to the Offer, (iii) the compliance by the Company with the provisions of this Agreement or (iv) nor the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement, will, directly will (i) violate the Parent Charter or indirectly, (with or without notice or lapse of time, or both) (A) contravene, conflict with, or result in any violation or breach of (1) any provision of the Company Articles or Company Parent Bylaws or comparable governing documents of the Company Parent Subsidiaries, or (2) any resolution adopted by the Company’s shareholders, the Company Board, or any committee of the Company Board, (Bii) assuming that the Company Parent Consents are duly obtained, (1x) violate any Law or Order applicable to the Company Parent or any of the Company Subsidiaries or any of their respective properties or assetsParent Subsidiaries, or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the modification, cancellation, acceleration or termination of or give others a right of modification, cancellation, acceleration or termination under, accelerate the performance required by, or result in the creation of a Lien on any Lien upon any property or asset of the respective properties, rights or assets of the Company Parent or the Company Parent Subsidiaries under, any of the terms, conditions or provisions of any Contract to which the Company Parent or any of the Company Parent Subsidiaries is a party, party or by which any of them it or any of their respective properties, rights its properties or assets is bound, except, with respect solely to except (in the case of clause (B)(2), ii) above) for such Contractsviolations, propertiesbreaches, rights defaults, loss of benefits or assets that Liens which would not reasonably be material expected to the Company or any Company Subsidiaryhave a Parent Material Adverse Effect.

Authorization of Agreement; No Violation. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and and, subject to Company Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have been duly, duly and validly and unanimously approved authorized by all necessary corporate action on the Company Board. The Company Board (at a meeting duly called and held) has, by the unanimous vote of all directors part of the Company, made subject to the adoption of this Agreement by (and receipt of) Company Board Recommendation and taken the other actions described in Section 1.2(a) and such board resolutions have not been amended, withdrawn or rescinded in any way. The Company Board has taken all actions necessary so that the provisions of Section 607.0901 of the FBCA and the voting restrictions contained in Section 607.0902 of the FBCA will not apply with respect to or as a result of the Offer, the Merger, this Agreement, the Support Agreements and the transactions contemplated hereby and therebyStockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) None of (i) Neither the execution, execution and delivery or performance by the Company of this Agreement or the Support Agreements, (ii) the purchase of the shares of Company Common Stock tendered pursuant to the Offer, (iii) the compliance by the Company with the provisions of this Agreement or (iv) nor the consummation of the Merger and the other transactions contemplated by this Agreement, will, directly or indirectly, will (with or without notice or lapse of time, or bothi) (A) contravene, conflict with, or result in any violation or breach of (1) any provision of violate the Company Articles Charter or Company Bylaws or comparable governing documents of the Company Subsidiaries, or (2) any resolution adopted by the Company’s shareholders, the Company Board, or any committee of the Company Board, (Bii) assuming that the Company Consents are duly obtained, (1x) violate any Law or Order applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assetsSubsidiaries, or (2y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the modification, cancellation, acceleration or termination of or give others a right of modification, cancellation, acceleration or termination under, accelerate the performance required by, or result in the creation of a Lien on any Lien upon any of the respective properties, rights property or assets asset of the Company or the Company Subsidiaries under, any of the terms, conditions or provisions of any Contract to which the Company or any of the Company Subsidiaries is a party, party or by which any of them it or any of their respective properties, rights its properties or assets is bound, except, with respect solely to except (in the case of clause (B)(2), ii) above) for such Contractsviolations, propertiesbreaches, rights defaults, loss of benefits or assets that Liens which would not reasonably be material expected to the have a Company or any Company SubsidiaryMaterial Adverse Effect.

Authorization of Agreement; No Violation. (a) The Company Purchaser has full the corporate power and authority to execute enter into this Agreement, to acquire and deliver this Agreement own the Purchased Stock, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery by the Company of this Agreement Agreement, the purchase of the Purchased Stock and the consummation of the other transactions contemplated by this Agreement provided for hereby have been duly, duly and validly authorized by all necessary corporate and unanimously approved by the Company Board. The Company Board (at a meeting duly called and held) has, by the unanimous vote other action of all directors of the Company, made the Company Board Recommendation and taken the other actions described in Section 1.2(a) and such board resolutions have not been amended, withdrawn or rescinded in any way. The Company Board has taken all actions necessary so that the provisions of Section 607.0901 of the FBCA and the voting restrictions contained in Section 607.0902 of the FBCA will not apply with respect to or as a result of the Offer, the Merger, this Agreement, the Support Agreements and the transactions contemplated hereby and therebyPurchaser. This Agreement has been duly and validly executed and delivered by the Company Purchaser and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubSeller, constitutes the a legal, valid and binding obligation of the Company, Purchaser enforceable against the Company Purchaser in accordance with its terms, except as such enforcement enforceability may be limited or affected by (i) the effect of bankruptcy, insolvency, reorganization, receivershipmoratorium, conservatorshipliquidation, arrangement, moratorium fraudulent transfer, fraudulent conveyance and other similar laws (including, without limitation, court decisions) now or other Laws hereafter in effect and affecting or relating to creditors’ the rights and remedies of creditors generally or providing for the relief of debtors, (ii) the rules governing the availability refusal of a particular court to grant equitable remedies, including, without limitation, specific performanceperformance and injunctive relief, injunctive relief or other equitable remedies and (iii) general principles of equity, equity (regardless of whether considered such remedies are sought in a Proceeding proceeding in equity or at law). (b) None The execution and delivery of this Agreement by Purchaser do not, and the performance and consummation of this Agreement by Purchaser will not (i) violate or conflict with any provision of the execution, delivery certificate of incorporation or performance by-laws (or other organizational documents) of this Agreement or the Support AgreementsPurchaser, (ii) the purchase conflict with or violate any Law applicable to Purchaser or by which any of the shares of Company Common Stock tendered pursuant to the Offer, its properties are bound or affected or (iii) the compliance by the Company conflict with the provisions of this Agreement or (iv) the consummation of the Merger and the other transactions contemplated by this Agreement, will, directly or indirectly, (with or without notice or lapse of time, or both) (A) contravene, conflict with, or result in any violation or breach of (1) any provision of the Company Articles or Company Bylaws or comparable governing documents of the Company Subsidiaries, or (2) any resolution adopted by the Company’s shareholders, the Company Board, or any committee of the Company Board, (B) assuming that the Company Consents are duly obtained, (1) violate any Law or Order applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets, or (2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, that with notice or lapse of time, time or both, both would constitute become a default) under, result in the modification, cancellation, acceleration or termination of or a right of modification, cancellation, acceleration or termination under, accelerate the performance required by, or result in the creation under any provision of any Lien upon any of the respective properties, rights contract or assets of the Company or the Company Subsidiaries under, any of the terms, conditions or provisions agreement of any Contract kind to which the Company Purchaser is a party or by which Purchaser or any of its properties is bound or affected, except in the Company Subsidiaries case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to materially impair or delay the ability of Purchaser to effect the Closing. (c) No Third Party Consent is a partyrequired to be obtained or made by Purchaser in connection with the execution, delivery and performance of this Agreement or by which any the consummation of them or any of their respective propertiesthe transactions contemplated hereby, rights or assets is boundexcept (i) for compliance with the notification filing and waiting period requirements under the HSR Act, except, with respect solely to clause (B)(2), ii) for such Contractsas are listed on Schedule 5.2(c) hereof or (iii) where the failure to obtain or make such consent, propertieslicense, rights approval, permit, authorization, registration or assets that filing would not be material to the Company or any Company Subsidiaryhave a Material Adverse Effect.

Authorization of Agreement; No Violation. (a) The Company has full Each of the Parent Parties has, as applicable, all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company Parent Parties of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly, duly and validly and unanimously approved authorized by the Company Board. The Company Board (at a meeting duly called and held) has, by the unanimous vote board of all directors of Parent and the Companysole members of Holding Sub, made LP Sub and Merger Sub. No other corporate or limited liability company proceedings on the Company Board Recommendation and taken the other actions described in Section 1.2(a) and such board resolutions have not been amended, withdrawn or rescinded in any way. The Company Board has taken all actions necessary so that the provisions of Section 607.0901 part of the FBCA Parent Parties are necessary to approve this Agreement and the voting restrictions contained in Section 607.0902 of the FBCA will not apply with respect to or as a result of the Offer, the Merger, this Agreement, the Support Agreements and consummate the transactions contemplated hereby and therebyother than the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by the Company Parent Parties and, assuming due authorization, execution and delivery hereof by Parent and Merger Subthe Company Parties, constitutes the a valid and binding obligation of the CompanyParent Parties, enforceable against the Company Parent Parties in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) None Except as would not be reasonably expected to have a Parent Material Adverse Effect, none of (i) the execution, delivery or performance of this Agreement or the Support AgreementsAgreements by the Parent Parties, (ii) the purchase of the shares of Company Common Stock tendered pursuant to the Offer, (iii) the compliance by the Company Parent Parties with the provisions any provision of this Agreement Agreement, or (iviii) the consummation of the Merger and the other transactions contemplated by this Agreement, will, directly or indirectly, (with or without notice or lapse of time, or both) (A) contravene, conflict with, with or result in any violation or breach of (1) any provision of the Company Articles articles of incorporation or Company Bylaws bylaws or comparable governing equivalent organizational documents of the Company SubsidiariesParent Parties, or (2) any resolution adopted by the Company’s shareholders, the Company Board, or any committee of the Company Board, (B) assuming that the Company Consents consents and approvals referred to in Section 4.5 are duly obtained, (1) violate give any Law Governmental Entity or Order applicable other Person the right to challenge the Company Merger or any of the Company Subsidiaries transactions contemplated by this Agreement, (2) violate any Law applicable to the Parent Parties or any of their respective properties or assets, or (23) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the modification, cancellation, acceleration or termination of or a right of modification, cancellation, acceleration or termination under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties, rights or assets of the Company or the Company Subsidiaries any Parent Party under, any of the terms, conditions or provisions of any material Contract to which the Company or any of the Company Subsidiaries Parent Party is a party, or by which any of them the Parent Parties or any of their respective properties, rights properties or assets is bound, except, with respect solely to clause (B)(2), for such Contracts, properties, rights or assets that would not be material to the Company or any Company Subsidiary.

Authorization of Agreement; No Violation. (a) The Company Each of Parent and Merger Sub has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly, duly and validly and unanimously approved authorized by the Company Boardboards of directors of Parent and Merger Sub. The Company Board No other corporate proceedings on the part of Parent or Merger Sub (at a meeting duly called including any approvals of any holders of any class or series of outstanding capital stock or equity interest) are necessary to authorize and heldapprove this Agreement or to consummate the transactions contemplated by this Agreement (other than (x) has, the issuance of the Parent Shares by the unanimous vote board of all directors of Parent out of Parent’s existing authorized share capital and the Company, made the Company Board Recommendation and taken the other actions described in Section 1.2(a) and such board resolutions have not been amended, withdrawn or rescinded in any way. The Company Board has taken all actions necessary so that the provisions of Section 607.0901 corresponding registration of the FBCA capital increase regarding the Parent Shares with the competent register of commerce in Schaffhausen, Switzerland, (y) the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which will be effected immediately following execution and the voting restrictions contained in Section 607.0902 delivery of the FBCA will not apply with respect to or as a result of the Offer, the Merger, this Agreement, and (z) the Support Agreements filing of the Certificate of Merger and the transactions contemplated hereby and therebyArticles of Merger). This Agreement has been duly and validly executed and delivered by the Company Parent, Merger Sub and ADT Security Services and, assuming due authorization, execution and delivery hereof by Parent and Merger Subthe Company, constitutes the a valid and binding obligation of the CompanyParent, Merger Sub and ADT Security Services, enforceable against the Company Parent, Merger Sub and ADT Security Services in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. ADT Security Services has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement required to be performed by it. The execution and delivery by ADT Security Services of this Agreement has been duly and validly authorized by ADT Security Services. (b) None of (i) Neither the execution, execution and delivery or performance by Parent and Merger Sub of this Agreement or the Support Agreements, (ii) the purchase of the shares of Company Common Stock tendered pursuant to the Offer, (iii) the compliance by the Company with the provisions of this Agreement or (iv) nor the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement, will, directly or indirectly, (nor compliance by Parent and Merger Sub with or without notice or lapse of time, or both) (A) contravene, conflict with, or result in any violation or breach of (1) any provision of the Company Articles terms or Company Bylaws provisions of this Agreement, will (i) violate any of the provisions of Parent’s or comparable governing Merger Sub’s certificate of incorporation or bylaws or equivalent organizational documents of the Company SubsidiariesParent or Merger Sub, or (2) any resolution adopted by the Company’s shareholders, the Company Board, or any committee of the Company Board, (Bii) assuming that the Company Parent Consents are duly obtained, (1y) violate any Law or Order applicable to the Company Parent or any of the Company Subsidiaries or any of their respective properties or assetsits Subsidiaries, or (2z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the modification, cancellation, acceleration acceleration, or termination of or give another Person a right of modification, cancellation, acceleration acceleration, or termination under, accelerate the performance required by, or result in the creation of a Lien on any Lien upon any property, right or asset of the respective properties, rights Parent or assets of the Company or the Company its Subsidiaries under, any of the terms, conditions or provisions of any Contract to which the Company Parent or any of the Company its Subsidiaries is a party, party or by which any of them it or any of their respective properties, rights its properties or assets is bound, except, with respect solely to except (in the case of clause (B)(2), ii) above) for such Contractsviolations, propertiesbreaches, rights defaults, loss of benefits or assets that Liens which would not reasonably be material expected to have, individually or in the Company or any Company Subsidiaryaggregate, a Parent Material Adverse Effect.

Authorization of Agreement; No Violation. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly, duly and validly and unanimously approved authorized by the Company Board. The Company Board (at a meeting duly called , and held) has, by no other corporate proceedings on the unanimous vote of all directors part of the CompanyCompany are necessary to authorize, made adopt and approve this Agreement or to consummate the Company Board Recommendation and taken the transactions contemplated by this Agreement (other actions described in Section 1.2(a) and such board resolutions have not been amendedthan, withdrawn or rescinded in any way. The Company Board has taken all actions necessary so that the provisions of Section 607.0901 of the FBCA and the voting restrictions contained in Section 607.0902 of the FBCA will not apply with respect to or as a result of the Offer, the Merger, this Agreementthe Company Shareholder Approval, the Support Agreements filing of the Articles of Merger with the SCC pursuant to the requirements of the VSCA, and the transactions contemplated hereby and therebyfiling of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the requirements of the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. The resolutions of the Company Board set forth in the first recital to this Agreement were duly passed prior to the execution of this Agreement, and, subject to the terms and conditions of Section 5.3, such resolutions have not been subsequently rescinded, modified or withdrawn. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof to approve this Agreement and the Plan is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Plan and the other transactions contemplated by this Agreement. (b) None Except as otherwise set forth in Section 3.4(b) of (i) the executionCompany Disclosure Letter, neither the execution and delivery or performance by the Company of this Agreement or the Support Agreements, (ii) the purchase of the shares of Company Common Stock tendered pursuant to the Offer, (iii) the compliance by the Company with the provisions of this Agreement or (iv) nor the consummation of the Merger and the other transactions contemplated by this Agreement, will, directly or indirectly, will (with or without notice or lapse of time, or bothi) (A) contravene, conflict with, or result in any violation or breach of (1) any provision of violate the Company Articles Charter or Company Bylaws or comparable governing equivalent organizational documents of the Company Subsidiaries, or (2) any resolution adopted by the Company’s shareholders, the Company Board, or any committee of the Company Board, (Bii) assuming that the Company Consents are duly obtained, (1y) violate any Law or Order applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assetsSubsidiaries, or (2z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the modification, cancellation, acceleration or termination of or give another Person a right of modification, cancellation, acceleration or termination under, accelerate the performance required by, or result in the creation of a Lien on any Lien upon any of the respective propertiesproperty, rights right or assets asset of the Company or the Company Subsidiaries under, any of the terms, conditions or provisions of any Contract to which the Company or any of the Company Subsidiaries is a party, party or by which any of them it or any of their respective its properties, rights or assets is bound, except, with respect solely to except (in the case of clause (B)(2), ii) above) for such Contractsviolations, propertiesbreaches, rights defaults, loss of benefits or assets that Liens which would not reasonably be material expected to have, individually or in the aggregate, a Company or any Company SubsidiaryMaterial Adverse Effect.

Authorization of Agreement; No Violation. (a) The Company Each of Parent and Merger Sub has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement have been duly, validly duly authorized by all necessary corporate action on the part of Parent and unanimously approved by the Company Board. The Company Board (at a meeting duly called and held) has, by the unanimous vote of all directors of the Company, made the Company Board Recommendation and taken the other actions described in Section 1.2(a) and such board resolutions have not been amended, withdrawn or rescinded in any way. The Company Board has taken all actions necessary so that the provisions of Section 607.0901 of the FBCA and the voting restrictions contained in Section 607.0902 of the FBCA will not apply with respect to or as a result of the Offer, the Merger, this Agreement, the Support Agreements and the transactions contemplated hereby and therebyMerger Sub. This Agreement has been duly constitutes a valid and validly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by binding agreement of each of Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding proceeding in equity or at law. (b) None of (i) Neither the execution, execution and delivery or performance by Parent and Merger Sub of this Agreement nor the consummation by Parent and Merger Sub of the Offer or the Support AgreementsMerger, (ii) the purchase of the shares of Company Common Stock tendered pursuant to the Offer, (iii) the compliance by the Company with the provisions of this Agreement or (iv) the consummation of the Merger and the other transactions contemplated by this Agreement, will, directly or indirectly, will (with or without notice or lapse of time, or both) (Ai) contravene, conflict with, or result in any violation or breach of (1) any provision of the Company Articles provisions of Parent’s or Company Bylaws Merger Sub’s certificate of incorporation or comparable governing documents of the Company Subsidiariesbylaws, or (2) any resolution adopted by the Company’s shareholders, the Company Board, or any committee of the Company Board, (Bii) assuming that the Company Parent Consents are duly obtained, (1A) violate any Law or Order applicable to the Company Parent or any of the Company its Subsidiaries or any of their respective properties or assets, or (2B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the modification, cancellation, acceleration or termination of or a right of modification, cancellation, acceleration termination or termination cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any property or asset of the respective properties, rights Parent or assets of the Company or the Company Subsidiaries Merger Sub under, any of the terms, conditions or provisions of any Contract to which the Company Parent or any of the Company Subsidiaries Merger Sub is a party, party or by which any of them it or any of their respective properties, rights properties or assets is are bound, except, with respect solely to except (in the case of clause (B)(2), ii) above) for such Contracts, properties, rights or assets that matters which would not reasonably be material expected to the Company or any Company Subsidiaryhave a Parent Material Adverse Effect.

Authorization of Agreement; No Violation. No Consents. ------------------------------------------------------- (a) The Company has full corporate power execution and authority to execute and deliver performance by Buyer of this Agreement and agreements ancillary hereto, and the transaction contemplated hereby and thereby, have been approved by the Board of Directors of Buyer, and no further corporate action is required to be taken by Buyer in order to execute, deliver and perform this Agreement and the agreements ancillary hereto and to consummate the transactions contemplated hereby. This Agreement is a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, and each agreement or instrument contemplated by this Agreement. The , when executed and delivered by Buyer in accordance with the provisions hereof and thereof will be a legal, valid and binding obligation of Buyer enforceable in accordance with their terms, except as the enforcement hereof and thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and subject to the availability of equitable remedies. (b) Buyer has full power and authority to make the representations, warranties, covenants and agreements contained in this Agreement and in the agreement ancillary hereto. (c) Neither the execution and delivery by the Company of this Agreement and the agreements ancillary hereto, nor the consummation of the transactions contemplated herein and therein will conflict with or result in a breach, default or violation of any of Buyer's Articles of Incorporation, Bylaws or any agreement, document, instrument, judgment, decree, order, governmental permit, certificate, license, law, statute, rule or regulation by this Agreement have been dulywhich Buyer is bound or affected. (d) No consent, validly and unanimously approved by the Company Board. The Company Board (at a meeting duly called and held) hasaction, by the unanimous vote approval or authorization of all directors of the Companyor registration, made the Company Board Recommendation and taken the declaration or filing with any governmental department, commission, agency or other actions described instrumentality or any other person or entity is required to authorize, or is otherwise required in Section 1.2(a) and such board resolutions have not been amended, withdrawn or rescinded in any way. The Company Board has taken all actions necessary so that the provisions of Section 607.0901 of the FBCA and the voting restrictions contained in Section 607.0902 of the FBCA will not apply with respect to or as a result of the Offerconnection with, the Merger, this Agreement, the Support Agreements and the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (b) None of (i) the execution, delivery or performance of this Agreement and the agreements ancillary hereto by Buyer or its performance of the terms hereof and thereof or the Support Agreements, (ii) the purchase of the shares of Company Common Stock tendered pursuant to the Offer, (iii) the compliance by the Company with the provisions of this Agreement validity or (iv) the consummation of the Merger enforceability hereof and the other transactions contemplated by this Agreement, will, directly or indirectly, (with or without notice or lapse of time, or both) (A) contravene, conflict with, or result in any violation or breach of (1) any provision of the Company Articles or Company Bylaws or comparable governing documents of the Company Subsidiaries, or (2) any resolution adopted by the Company’s shareholders, the Company Board, or any committee of the Company Board, (B) assuming that the Company Consents are duly obtained, (1) violate any Law or Order applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets, or (2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the modification, cancellation, acceleration or termination of or a right of modification, cancellation, acceleration or termination under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties, rights or assets of the Company or the Company Subsidiaries under, any of the terms, conditions or provisions of any Contract to which the Company or any of the Company Subsidiaries is a party, or by which any of them or any of their respective properties, rights or assets is bound, except, with respect solely to clause (B)(2), for such Contracts, properties, rights or assets that would not be material to the Company or any Company Subsidiarythereof.

Authorization of Agreement; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement has been duly and the consummation validly authorized by all necessary corporate action of the transactions contemplated by this Agreement have been duly, validly Seller and unanimously approved by the Company Board. The Company Board (at a meeting duly called and held) has, by the unanimous vote of all directors of the Company, made the Company Board Recommendation and taken the other actions described in Section 1.2(a) and such board resolutions have not been amended, withdrawn or rescinded in any way. The Company Board has taken all actions necessary so that the provisions of Section 607.0901 of the FBCA and the voting restrictions contained in Section 607.0902 of the FBCA will not apply with respect to or as a result of the Offer, the Merger, this Agreement, the Support Agreements and the transactions contemplated hereby and therebyeach Selling Subsidiary. This Agreement has been duly and validly executed and delivered by the Company Seller and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubBuyer, constitutes the a legal, valid and binding obligation of the Company, Seller enforceable against the Company Seller in accordance with its terms, except as such enforcement enforceability may be limited or affected by (i) the effect of bankruptcy, insolvency, reorganization, receivershipmoratorium, conservatorshipliquidation, arrangement, moratorium fraudulent transfer, fraudulent conveyance and other similar laws (including, without limitation, court decisions) now or other Laws hereafter in effect and affecting or relating to creditors’ the rights and remedies of creditors generally or providing for the relief of debtors, (ii) the rules governing the availability refusal of a particular court to grant equitable remedies, including, without limitation, specific performanceperformance and injunctive relief, injunctive relief or other equitable remedies and (iii) general principles of equity, equity (regardless of whether considered such remedies are sought in a Proceeding proceeding in equity or at law. (b) None ). The sale and delivery of (i) the executionStock and the consummation of the other transactions provided for hereby have been duly and validly authorized by all necessary corporate action of Seller and each Selling Subsidiary. Except as set forth in Schedule 4.4, the execution and delivery or of this Agreement by Seller does not, and the performance of this Agreement by Seller and each Selling Subsidiary will not, (i) conflict with or violate the Support Agreementscorporate organizational documents or internal regulations or their equivalent of Seller, any Selling Subsidiary, any Company or any Subsidiary, (ii) the purchase of the shares of Company Common Stock tendered pursuant to the Offerknowledge of Seller after due inquiry, (iii) the compliance by the Company with the provisions of this Agreement or (iv) the consummation of the Merger and the other transactions contemplated by this Agreement, will, directly or indirectly, (conflict with or without notice or lapse of time, or both) (A) contravene, conflict with, or result in any violation or breach of (1) any provision of the Company Articles or Company Bylaws or comparable governing documents of the Company Subsidiaries, or (2) any resolution adopted by the Company’s shareholders, the Company Board, or any committee of the Company Board, (B) assuming that the Company Consents are duly obtained, (1) violate any Law federal, foreign, state or Order provincial law, rule, regulation, order, judgment or decree applicable to the Seller, any Selling Subsidiary, any Company or any of the Company Subsidiaries Subsidiary or by which any of their respective properties are bound or assetsaffected, or (2iii) violate, conflict withto the knowledge of Seller after due inquiry, result in a any breach of any provision of or the loss of any benefit under, constitute a default (or an event which, that with notice or lapse of time, time or both, both would constitute become a default) under, result in the modification, cancellation, acceleration or termination of or a right of modification, cancellation, acceleration or termination under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties, rights or assets of the Company or the Company Subsidiaries under, any of the terms, conditions or provisions of any Contract to which the Company or any of the Company Subsidiaries is a party, or by which any of them or any of their respective properties, rights or assets is bound, except, with respect solely to clause (B)(2), for such Contracts, properties, rights or assets that would not be material to the Company or any Company Subsidiary.

Authorization of Agreement; No Violation. (a) The Company Seller has full the corporate power and authority to execute and deliver enter into this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by hereby. The execution, delivery and performance of this Agreement. The execution , the sale, assignment, transfer and delivery by of the Company of this Agreement Purchased Stock and the consummation of the other transactions contemplated by this Agreement provided for hereby have been duly, duly and validly authorized by all necessary corporate and unanimously approved by the Company Board. The Company Board (at a meeting duly called other action of Seller and held) has, by the unanimous vote of all directors of the Company, made the Company Board Recommendation and taken the other actions described in Section 1.2(a) and such board resolutions have not been amended, withdrawn or rescinded in any way. The Company Board has taken all actions necessary so that the provisions of Section 607.0901 of the FBCA and the voting restrictions contained in Section 607.0902 of the FBCA will not apply with respect to or as a result of the Offer, the Merger, this Agreement, the Support Agreements and the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company Seller and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubPurchaser, constitutes the a legal, valid and binding obligation of the Company, Seller enforceable against the Company Seller in accordance with its terms, except as such enforcement enforceability may be limited or affected by (i) the effect of bankruptcy, insolvency, reorganization, receivershipmoratorium, conservatorshipliquidation, arrangement, moratorium fraudulent transfer, fraudulent conveyance and other similar laws (including, without limitation, court decisions) now or other Laws hereafter in effect and affecting or relating to creditors’ the rights and remedies of creditors generally or providing for the relief of debtors, (ii) the rules governing the availability refusal of a particular court to grant equitable remedies, including, without limitation, specific performanceperformance and injunctive relief, injunctive relief or other equitable remedies and (iii) general principles of equity, equity (regardless of whether considered such remedies are sought in a Proceeding proceeding in equity or at law). (b) None Except as set forth in Schedule 4.4(b) under the Disclosure Letter, the execution and delivery of this Agreement by Seller do not, and the performance and consummation of this Agreement by Seller will not, (i) conflict with or violate the executioncertificate or articles of incorporation or bylaws, delivery or performance other organizational documents, of this Agreement Seller, the Company or the Support Agreementsany Company Subsidiary, (ii) the purchase of the shares of Company Common Stock tendered pursuant to the Offer, (iii) the compliance by the Company with the provisions of this Agreement or (iv) the consummation of the Merger and the other transactions contemplated by this Agreement, will, directly or indirectly, (conflict with or without notice or lapse of time, or both) (A) contravene, conflict with, or result in any violation or breach of (1) any provision of the Company Articles or Company Bylaws or comparable governing documents of the Company Subsidiaries, or (2) any resolution adopted by the Company’s shareholders, the Company Board, or any committee of the Company Board, (B) assuming that the Company Consents are duly obtained, (1) violate any Law federal, state or Order local statute, law, ordinance, rule, regulation, order, permit, judgment or decree (individually a "Law" and collectively "Laws") applicable to Seller, the Company or any of the Company Subsidiaries Subsidiary or by which any of their respective properties or assetsassets are bound or affected, (iii) cause any acceleration of the maturity of any note, instrument or other obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound, or (2iv) violate, otherwise conflict with, with or result in a any breach of any provision of or the loss of any benefit under, constitute a default (or an event which, that with notice or lapse of time, time or both, both would constitute become a default) under, result in or impair Seller's, the modificationCompany's or any Company Subsidiary's rights or alter the rights or obligations of any other person under, cancellationor give to any other person any right of termination, amendment, acceleration or termination of or a right of modification, cancellation, acceleration or termination under, accelerate the performance required bycancellation of, or result in the creation of any Lien upon on any of the respective properties, rights properties or assets of the Company or the Company Subsidiaries underSeller, any of the terms, conditions or provisions of any Contract to which the Company or any Company Subsidiary pursuant to, any contract or agreement of any kind to which Seller, the Company Subsidiaries or any Company Subsidiary is a party, party or by which Seller, the Company or any of them Company Subsidiary or any of their respective properties, rights properties or assets is boundare bound or affected, except, with respect solely to clause except in the case of clauses (B)(2ii), (iii) and (iv) for any such Contractsconflicts, propertiesviolations, rights breaches, defaults or assets that other occurrences which would not reasonably be material expected to result in a Material Adverse Effect. As used in this Agreement, "Material Adverse Effect" means a change or effect that is materially adverse to the business, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a whole, materially delays or any adversely affects the ability of Seller to consummate the transactions contemplated by this Agreement or materially adversely affects the ability of the Company Subsidiaryand the Company Subsidiaries to conduct their businesses after the Closing Date substantially as such businesses are being conducted as of the date hereof.

Authorization of Agreement; No Violation. (a) The Company Seller has full the corporate power and authority to execute and deliver enter into this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by hereby. The execution, delivery and performance of this Agreement. The execution , the sale, assignment, transfer and delivery by of the Company of this Agreement Purchased Stock and the consummation of the other transactions contemplated by this Agreement provided for hereby have been duly, duly and validly authorized by all necessary corporate and unanimously approved by the Company Board. The Company Board (at a meeting duly called other action of Seller and held) has, by the unanimous vote of all directors of the Company, made the Company Board Recommendation and taken the other actions described in Section 1.2(a) and such board resolutions have not been amended, withdrawn or rescinded in any way. The Company Board has taken all actions necessary so that the provisions of Section 607.0901 of the FBCA and the voting restrictions contained in Section 607.0902 of the FBCA will not apply with respect to or as a result of the Offer, the Merger, this Agreement, the Support Agreements and the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company Seller and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubPurchaser, constitutes the a legal, valid and binding obligation of the Company, Seller enforceable against the Company Seller in accordance with its terms, except as such enforcement enforceability may be limited or affected by (i) the effect of bankruptcy, insolvency, reorganization, receivershipmoratorium, conservatorshipliquidation, arrangement, moratorium fraudulent transfer, fraudulent conveyance and other similar laws (including, without limitation, court decisions) now or other Laws hereafter in effect and affecting or relating to creditors’ the rights and remedies of creditors generally or providing for the relief of debtors, (ii) the rules governing the availability refusal of a particular court to grant equitable remedies, including, without limitation, specific performanceperformance and injunctive relief, injunctive relief or other equitable remedies and (iii) general principles of equity, equity (regardless of whether considered such remedies are sought in a Proceeding proceeding in equity or at law). (b) None Except as set forth in Schedule 4.4(b) under the Disclosure Letter, the execution and delivery of this Agreement by Seller do not, and the performance and consummation of this Agreement by Seller will not, (i) conflict with or violate the executioncertificate or articles of incorporation or bylaws, delivery or performance other organizational documents, of this Agreement Seller, the Company or the Support Agreementsany Company Subsidiary, (ii) the purchase of the shares of Company Common Stock tendered pursuant to the Offer, (iii) the compliance by the Company with the provisions of this Agreement or (iv) the consummation of the Merger and the other transactions contemplated by this Agreement, will, directly or indirectly, (conflict with or without notice or lapse of time, or both) (A) contravene, conflict with, or result in any violation or breach of (1) any provision of the Company Articles or Company Bylaws or comparable governing documents of the Company Subsidiaries, or (2) any resolution adopted by the Company’s shareholders, the Company Board, or any committee of the Company Board, (B) assuming that the Company Consents are duly obtained, (1) violate any Law federal, state or Order local statute, law, ordinance, rule, regulation, order, permit, judgment or decree (individually a "LAW" and collectively "LAWS") applicable to Seller, the Company or any of the Company Subsidiaries Subsidiary or by which any of their respective properties or assetsassets are bound or affected, (iii) cause any acceleration of the maturity of any note, instrument or other obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound, or (2iv) violate, otherwise conflict with, with or result in a any breach of any provision of or the loss of any benefit under, constitute a default (or an event which, that with notice or lapse of time, time or both, would constitute a default) under, result in the modification, cancellation, acceleration or termination of or a right of modification, cancellation, acceleration or termination under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties, rights or assets of the Company or the Company Subsidiaries under, any of the terms, conditions or provisions of any Contract to which the Company or any of the Company Subsidiaries is a party, or by which any of them or any of their respective properties, rights or assets is bound, except, with respect solely to clause (B)(2), for such Contracts, properties, rights or assets that would not be material to the Company or any Company Subsidiary.