Common use of Authorization of Transaction; Enforceability Clause in Contracts

Authorization of Transaction; Enforceability. The Company has full corporate power and authority and has taken all requisite corporate action to enable it to execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder, other than obtaining the Company Stockholder Approval (as defined in Section 6.8(d)), if necessary, and the filing of the Certificate of Merger. The Board of Directors of the Company, at a meeting thereof duly called and held, has duly adopted resolutions by unanimous vote approving this Agreement, the Merger and the other transactions contemplated hereby, determining that the terms and conditions of this Agreement, the Merger and the other transactions contemplated hereby are in the best interests of the Company and its stockholders and recommending that the Company's stockholders approve this Agreement. The foregoing resolutions of the Board of Directors of the Company have not been modified, supplemented or rescinded and remain in full force and effect as of the date of this Agreement. In connection with its adoption of the foregoing resolutions, the Board of Directors of the Company received the opinion (the "Opinion") of Credit Suisse First Boston Corporation, financial advisor to the Board of Directors of the Company, to the effect that, as of the date of such opinion, the Offer Price and the Merger Consideration are fair to the holders of shares of Company Common Stock (other than the Parent and its affiliates), from a financial point of view. The Company will deliver to the Parent a correct and complete copy of such Opinion, promptly following receipt thereof. Assuming due execution and authorization by the Parent and the Purchaser, this Agreement constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors' rights generally and by general principals of equity relating to enforceability.

Authorization of Transaction; Enforceability. The Company Each of the Parent and the Purchaser has full corporate power and authority and has taken all requisite corporate action to enable it to execute and deliver this Agreement, to consummate the Offer, the Merger and the other transactions contemplated hereby and to perform its obligations hereunderhereunder and, other than obtaining in the Company Stockholder Approval (case of the Parent, to issue shares of Parent Common Stock as defined in Section 6.8(d)), if necessary, part of the Offer Consideration and the filing Merger Consideration (the "Share Issuance"). The Parent has, simultaneously with the execution and delivery hereof, executed a written consent in lieu of a special meeting of the Certificate sole stockholder of the Purchaser in accordance with Section 228 of the Delaware Act adopting and approving this Agreement. No vote of any class or series of the Parent's capital stock is necessary to approve and adopt this Agreement, the Offer, the Merger, the Share Issuance or the other transactions contemplated hereby. The Each of the Board of Directors of the Company, at a meeting thereof duly called Parent (the "Parent Board") and heldthe Board of Directors of the Purchaser, has duly adopted resolutions by unanimous the requisite majority vote approving and declaring advisable this Agreement, the Merger Offer, the Merger, the Share Issuance and the other transactions contemplated hereby, hereby and determining that the terms and conditions of this Agreement, the Merger Offer, the Merger, the Share Issuance and the other transactions contemplated hereby are in the best interests of the Company Parent and its stockholders and recommending that of the Company's stockholders approve this AgreementPurchaser and its sole stockholder, as the case may be. The foregoing resolutions of the each such Board of Directors of the Company have not been modified, supplemented or rescinded and remain in full force and effect as of the date of this Agreement. In connection with its adoption of the foregoing resolutions, the Board of Directors of the Company received the opinion (the "Opinion") of Credit Suisse First Boston Corporation, financial advisor to the Board of Directors of the Company, to the effect that, as of the date of such opinion, the Offer Price and the Merger Consideration are fair to the holders of shares of Company Common Stock (other than the Parent and its affiliates), from a financial point of view. The Company will deliver to the Parent a correct and complete copy of such Opinion, promptly following receipt thereof. Assuming due execution and authorization by the Parent and the Purchaser, this This Agreement constitutes the valid and legally binding obligation of each of the CompanyParent and the Purchaser, enforceable against the Company Parent and the Purchaser in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors' rights generally and by general principals of equity relating to enforceability.

Authorization of Transaction; Enforceability. The Company has full corporate power and authority and has taken all requisite corporate action to enable it to execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder, other than obtaining the Company Stockholder Approval (as defined in Section 6.8(d)), if necessary, and the filing of the Certificate of Merger. The Board of Directors of the CompanyCompany Board, at a meeting thereof duly called and held, has duly adopted resolutions by unanimous vote approving (i) unanimously determined that this Agreement, the Merger Agreement and the other transactions contemplated hereby, determining that including the terms and conditions of this Agreement, the Merger Offer and the other transactions contemplated hereby Merger, taken together, are advisable and fair to and in the best interests of the Company and its stockholders stockholders; (ii) unanimously approved this Agreement and recommending the transactions contemplated hereby, including the Offer and the Merger, in all respects; and (iii) unanimously resolved to recommend that the Company's stockholders approve of the Company accept the Offer, tender their shares of Company Common Stock thereunder to the Purchaser and adopt this Agreement. The foregoing resolutions of the Board of Directors of In addition, the Company have not been modified, supplemented or rescinded consents to the inclusion of such recommendation and remain approval in full force and effect as of the date of this AgreementOffer Documents. In connection with its adoption of the foregoing resolutions, the Company Board of Directors of the Company received the opinion (the "CSFB Opinion") of Credit Suisse First Boston Corporation, financial advisor to the Board of Directors of the CompanyCompany Board, to the effect that, as of the date of such opinion, the Offer Price Consideration and the Merger Consideration are fair to the holders of shares of Company Common Stock (other than the Parent and its affiliates), from a financial point of view. The Company will deliver to the Parent a correct and complete copy of such CSFB Opinion, promptly following receipt thereof. Assuming due execution and authorization by the Parent and the Purchaser, this Agreement constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors' rights generally and by general principals of equity relating to enforceability.

Authorization of Transaction; Enforceability. The Company Subject to obtaining the Parent Corporation Stockholder Approval, each of the Parent Corporation and the Acquisition Corporation has full corporate power and authority and has taken all requisite corporate action to enable it to execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder, other than obtaining the Company Stockholder Approval (as defined . The Parent Corporation has executed a written consent in Section 6.8(d)), if necessary, and the filing lieu of a special meeting of the Certificate sole stockholder of Mergerthe Acquisition Corporation in accordance with Section 228 of the Delaware Act adopting and approving this Agreement. The Board of Directors of the CompanyParent Corporation, at a meeting thereof duly called and held, has duly adopted resolutions by unanimous the requisite majority vote approving this Agreement, the Merger and the other transactions contemplated hereby, determining that the terms and conditions of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company Parent Corporation and its stockholders stockholders, approving and setting forth the Charter Amendment and declaring its advisability, and recommending that the CompanyParent Corporation's stockholders approve this Agreementand adopt the Charter Amendment and the issuance of the Parent Common Stock in the Merger. The foregoing resolutions of the Board of Directors of the Company have not been modified, supplemented or rescinded and remain in full force and effect as of the date of this Agreement. In connection with its adoption of the foregoing resolutions, the Board of Directors of the Company Parent Corporation received the written opinion (the "Opinion") of Credit Suisse First Boston CorporationBear Stearns & Co. Inc., financial advisor to the Board of Directors Dxxxxxxxs of the CompanyParent Corporation, to the effect that, as of the date of such opinion, the Offer Price and that the Merger Consideration are fair to the holders of shares of Company Common Stock (other than the Parent and its affiliates)is fair, from a financial point of view, to the Parent Corporation and its stockholders. The Company foregoing opinion has not been modified, supplemented or rescinded prior to the date of this Agreement. The Parent Corporation will deliver to the Parent a Company promptly after the date of this Agreement correct and complete copy copies of such Opinion, promptly following receipt thereofthe foregoing resolutions and opinion. Assuming due execution and authorization by the Parent and the Purchaser, this This Agreement constitutes the valid and legally binding obligation of each of the CompanyParent Corporation and the Acquisition Corporation, enforceable against the Company Parent Corporation and the Acquisition Corporation in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors' rights generally and by general principals of equity relating to enforceability.

Authorization of Transaction; Enforceability. The Subject to obtaining the Company Stockholder Approval, the Company has full corporate power and authority and has taken all requisite corporate action to enable it to execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder, other than obtaining the Company Stockholder Approval (as defined in Section 6.8(d)), if necessary, and the filing of the Certificate of Merger. The Board of Directors of the Company, at a meeting thereof duly called and held, has duly adopted resolutions by unanimous the requisite majority vote approving this Agreement, the Merger and the other transactions contemplated hereby, determining that the terms and conditions of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders and recommending that the Company's stockholders adopt and approve this Agreement. The foregoing resolutions of the Board of Directors of the Company have not been modified, supplemented or rescinded and remain in full force and effect as of the date of this Agreement. In connection with its adoption of the foregoing resolutions, the Board of Directors of the Company received the written opinion (the "Opinion") of Credit Suisse First Boston CorporationMerrxxx Xxxcx & Xo., financial advisor to the Board of Directors of the Company, dated as of the date of this Agreement to the effect that, as of the date of such opiniondate, the Offer Price and the Merger Consideration are is fair to the holders stockholders of shares of Company Common Stock (the Company, other than the Parent Corporation and its affiliates), from a financial point of view. The foregoing opinion has not been modified, supplemented or rescinded prior to the date of this Agreement. The Company will deliver to the Parent a Corporation promptly after the date of this Agreement correct and complete copy copies of such Opinion, promptly following receipt thereofthe foregoing resolutions and opinion. Assuming due execution and authorization by the Parent and the Purchaser, this This Agreement constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors' rights generally and by general principals of equity relating to enforceability.

Authorization of Transaction; Enforceability. The Subject to obtaining the Company Stockholders Approval (as defined in Section 3.4), the Company has full corporate power and authority and has taken all requisite corporate action to enable it to execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder, other than obtaining the Company Stockholder Approval (as defined in Section 6.8(d)), if necessary, and the filing of the Certificate of Merger. The Board of Directors of the Company, at a meeting thereof duly called and held, Company has duly unanimously adopted resolutions by unanimous vote approving this Agreement, the Merger and the other transactions contemplated hereby, determining that the terms foregoing are fair to, and conditions of this Agreement, the Merger and the other transactions contemplated hereby are in the best interests of of, the Company and its stockholders (the "Company Stockholders"), and recommending that the Company's stockholders Stockholders approve this AgreementAgreement and the Merger. The foregoing resolutions of the Board of Directors of the Company have not been modified, supplemented or rescinded and remain in full force and effect as of the date of this Agreementeffect. In connection with its adoption of the foregoing resolutions, the Board of Directors of the Company received the written opinion (the "Opinion") of Credit Suisse First Boston CorporationHoulihan Lokey Howard & Zukin, financial advisor to the Board of Directors of the CompanyXxxxxxoxx xx xxx Xxmpaxx, to the effect that, that as of the date of such opinionthis Agreement, the Offer Price and the Merger Consideration are is fair to the holders of shares of Company Common Stock (other than the Parent and its affiliates), Stockholders from a financial point of view. The foregoing opinion has not been modified, supplemented or rescinded on or prior to the date of this Agreement. The Company will deliver has delivered to the Parent a correct and complete copy copies of such Opinion, promptly following receipt thereofthe foregoing resolutions and opinion. Assuming due execution and authorization by the Parent and the Purchaser, this This Agreement constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, conditions (except as enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or other similar Laws affecting the enforcement of creditors' rights generally and or by general principals equity principles). The action taken by the Board of equity relating Directors of the Company constitutes approval of the Merger by the Board of Directors of the Company under the provisions of Section 203 of the Delaware Act, and no other fair price, moratorium, control share acquisition or other form of state takeover statute, rule or regulation is applicable to enforceabilitythe Merger or consummation of the transactions contemplated hereby.

Authorization of Transaction; Enforceability. The Subject to obtaining the Company Stockholder Approval, the Company has full corporate power and authority and has taken all requisite corporate action to enable it to execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder, other than obtaining the Company Stockholder Approval (as defined in Section 6.8(d)), if necessary, and the filing of the Certificate of Merger. The Board of Directors of the Company, at a meeting thereof duly called and held, has duly adopted resolutions by unanimous the requisite majority vote approving this Agreement, the Merger and the other transactions contemplated hereby, determining that the terms and conditions of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders and recommending that the Company's stockholders adopt and approve this Agreement. The foregoing resolutions of the Board of Directors of the Company have not been modified, supplemented or rescinded and remain in full force and effect as of the date of this Agreement. In connection with its adoption of the foregoing resolutions, the Board of Directors of the Company received the written opinion (the "Opinion") of Credit Suisse First Boston CorporationMerrill Lynch & Co., financial advisor to the Board of Directors Directxxx xx xxx Xompany, dated as of the Company, date of this Agreement to the effect that, as of the date of such opiniondate, the Offer Price and the Merger Consideration are is fair to the holders stockholders of shares of Company Common Stock (the Company, other than the Parent Corporation and its affiliates), from a financial point of view. The foregoing opinion has not been modified, supplemented or rescinded prior to the date of this Agreement. The Company will deliver to the Parent a Corporation promptly after the date of this Agreement correct and complete copy copies of such Opinion, promptly following receipt thereofthe foregoing resolutions and opinion. Assuming due execution and authorization by the Parent and the Purchaser, this This Agreement constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors' rights generally and by general principals of equity relating to enforceability.

Authorization of Transaction; Enforceability. The Company Subject to obtaining the Parent Corporation Stockholder Approval, each of the Parent Corporation and the Acquisition Corporation has full corporate power and authority and has taken all requisite corporate action to enable it to execute and deliver this Agreement, to consummate the Merger and the other transactions contemplated hereby and to perform its obligations hereunder, other than obtaining the Company Stockholder Approval (as defined . The Parent Corporation has executed a written consent in Section 6.8(d)), if necessary, and the filing lieu of a special meeting of the Certificate sole stockholder of Mergerthe Acquisition Corporation in accordance with Section 228 of the Delaware Act adopting and approving this Agreement. The Board of Directors of the CompanyParent Corporation, at a meeting thereof duly called and held, has duly adopted resolutions by unanimous the requisite majority vote approving this Agreement, the Merger and the other transactions contemplated hereby, determining that the terms and conditions of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company Parent Corporation and its stockholders stockholders, approving and setting forth the Charter Amendment and declaring its advisability, and recommending that the CompanyParent Corporation's stockholders approve this Agreementand adopt the Charter Amendment and the issuance of the Parent Common Stock in the Merger. The foregoing resolutions of the Board of Directors of the Company have not been modified, supplemented or rescinded and remain in full force and effect as of the date of this Agreement. In connection with its adoption of the foregoing resolutions, the Board of Directors of the Company Parent Corporation received the written opinion (the "Opinion") of Credit Suisse First Boston CorporationBear Steaxxx & Xo. Inc., financial advisor to the Board of Directors of the CompanyParent Corporation, to the effect that, as of the date of such opinion, the Offer Price and that the Merger Consideration are fair to the holders of shares of Company Common Stock (other than the Parent and its affiliates)is fair, from a financial point of view, to the Parent Corporation and its stockholders. The Company foregoing opinion has not been modified, supplemented or rescinded prior to the date of this Agreement. The Parent Corporation will deliver to the Parent a Company promptly after the date of this Agreement correct and complete copy copies of such Opinion, promptly following receipt thereofthe foregoing resolutions and opinion. Assuming due execution and authorization by the Parent and the Purchaser, this This Agreement constitutes the valid and legally binding obligation of each of the CompanyParent Corporation and the Acquisition Corporation, enforceable against the Company Parent Corporation and the Acquisition Corporation in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors' rights generally and by general principals of equity relating to enforceability.