Common use of Authorization, Validity and Effect of Agreements Clause in Contracts

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents, 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 Ancillary Documents and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Sub, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes and will constitute the valid and binding obligations of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with their respective terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies).

Authorization, Validity and Effect of Agreements. Each of Parent Purchaser ------------------------------------------------ and Merger Sub has all the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents, to perform its obligations hereunder and thereunder Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents and the consummation by Parent Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards boards of Directors directors of Parent Purchaser and Merger Sub, Sub and by Purchaser as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent Purchaser or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by Parent Purchaser and Merger Sub, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes and will constitute the valid and binding obligations of each of Parent Purchaser and Merger Sub, enforceable against Parent and Merger Sub in accordance with their respective terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies)terms.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub The Company has all the ------------------------------------------------ requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby or executed in connection herewith to which it is a party (the "Ancillary Documents") and subject, if ------------------- required with respect to the consummation of the Merger, to perform its obligations hereunder and thereunder and the approval of holders of the Common Stock, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents by the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger SubDirectors, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and therebythereby (other than the adoption of this Agreement by the holders of the Common Stock if required by applicable law). This Agreement has been, and any Ancillary Documents Document at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Subthe Company, and (assuming this Agreement and such Ancillary Documents each constitutes constitute a valid and binding obligation of the CompanyPurchaser and Merger Sub) constitutes and will constitute the valid and binding obligations of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub in accordance with their respective terms (except insofar as enforceability may terms. The Company has taken all actions necessary to render the restrictions of Section 203 of the DGCL to be limited inapplicable to the transactions contemplated by applicable bankruptcythis Agreement and the Tender Agreement, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally, or by principles governing including without limitation the availability of equitable remedies)Offer and the Merger.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub The Company has all the ------------------------------------------------ requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby or executed in connection herewith to which it is a party (the "Ancillary Documents") and subject, if ------------------- required under applicable law with respect to the consummation of the Merger, to perform its obligations hereunder and thereunder and the approval of holders of the Common Stock, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents by the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger SubDirectors, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and therebythereby (other than the adoption of this Agreement by the holders of the Common Stock if required by applicable law). This Agreement has been, and any Ancillary Documents Document at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Subthe Company, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of Purchaser and Merger Sub) this Agreement constitutes, and each such Ancillary Document at the Company) constitutes and time of execution will constitute constitute, the valid and binding obligations of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub in accordance with their respective terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting creditors' rights generally, creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or by principles governing the availability of equitable remediesat law).

Authorization, Validity and Effect of Agreements. Each of Parent Purchaser ------------------------------------------------ and Merger Sub has all the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents, to perform its obligations hereunder and thereunder Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents and the consummation by Parent Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards boards of Directors directors of Parent Purchaser and Merger Sub, Sub and by Purchaser as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent Purchaser or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by Parent Purchaser and Merger Sub, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes this Agreement constitutes, and such Ancillary Agreements at the time of execution will constitute constitute, the valid and binding obligations of each of Parent Purchaser and Merger Sub, enforceable against Parent and Merger Sub in accordance with their respective terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting creditors' rights creditors generally, or by general equity principles governing the availability (regardless of equitable remedieswhether such enforceability is considered in a proceeding in equity or at law).

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub The Company has all the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (the "Ancillary Documents, 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 Ancillary Documents by the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger SubDirectors, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and therebythereby (other than the approval of this Agreement by the holders of a majority of the shares of Common Stock if required by applicable law). This Agreement has been, and any Ancillary Documents Document at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Subthe Company, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the CompanyPurchaser and Merger Sub) constitutes and will constitute the valid and binding obligations of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub in accordance with their respective terms (except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting laws relating to creditors' rights generally, or by and general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub MART has all the requisite corporate power and authority to enter into the transactions contemplated hereby and to execute and deliver this Agreement Agreement. The Board of Trustees of MART has, by resolutions duly adopted by unanimous vote, approved this Agreement, the Merger and the Ancillary Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by this Agreement and therebyhas agreed to recommend that the holders of MART Common Shares adopt and approve the Merger at the Shareholders Meeting (as defined in Section 7.3(c) hereof), which will be held in accordance with the provisions of Section 7.3. The execution In connection with the foregoing, the Board of Trustees of MART has taken such actions and delivery votes as are necessary on its part to render the provisions of the Maryland Control Share Acquisition Statute (Title 3, Subtitle 7 of the MGCL), the Maryland Business Combination Statute (Title 3, Subtitle 6 of the MGCL) inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. Subject only to the approval of this Agreement and the Ancillary Documents transactions contemplated hereby by the holders of two-thirds of the outstanding MART Common Shares, the execution by MART of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by the respective Boards all requisite corporate action of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and therebyMART. This Agreement has been, and any Ancillary Documents at constitutes the time of execution will have been, duly and validly executed and delivered by Parent and Merger Sub, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and legally binding obligation of the Company) constitutes and will constitute the valid and binding obligations of each of Parent and Merger SubMART, enforceable against Parent and Merger Sub MART in accordance with their respective terms (its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium moratorium, or other similar Laws affecting laws relating to creditors' rights generally, or generally and by general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent Xxxxxx and Merger Sub NAM has all the requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is, or at the Ancillary DocumentsEffective Time will be, to perform its obligations hereunder a party, and thereunder the requisite power and authority to consummate the transactions contemplated hereby and thereby. The execution by each of Xxxxxx and delivery NAM of this Agreement and the Ancillary Documents other Transaction Agreements to which it is, or at the Effective Time will be, a party, and the consummation by Parent each of Xxxxxx and Merger Sub NAM of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards all requisite corporate action on behalf of Directors each of Parent them. Each of Xxxxxx and Merger Sub, NAM has duly executed and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize delivered this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by Parent or will dully execute and Merger Subdeliver prior to the Closing each of the other Transaction Agreements to which it is, and (assuming or at the Effective Time will be, a party. Assuming this Agreement and such Ancillary Documents each other Transaction Agreement to which it is, or at the Effective Time will be, a party, constitutes a valid and binding obligation of the Company) constitutes and or will constitute the valid and legally binding obligations obligation of the other parties hereto or thereto, this Agreement and the other Transaction Agreements to which it is, or at the Effective Time will be, a party, will constitute the valid and legally binding obligation of each of Parent Xxxxxx and Merger SubNAM, enforceable against Parent Xxxxxx and Merger Sub NAM in accordance with their respective terms (except insofar as enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, fraudulent transfer or other similar Laws affecting laws relating to creditors' ’ rights generallyand general principles of equity. Assuming the accuracy of the representations and warranties set forth in Section 5.20, NAM has taken all action necessary to render the restrictions set forth in Section 203 of the DGCL, and any other applicable takeover law restricting or by principles governing purporting to restrict business combinations, inapplicable to this Agreement and the availability of equitable remedies)transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Each of Parent Universal, Holdco and the Merger Sub Subs has all the requisite corporate power and authority to execute and deliver this Agreement and and, upon receipt of the Ancillary DocumentsUniversal Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the Ancillary Documents consummation by each of Universal, Holdco and the consummation by Parent and Merger Sub Subs of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on behalf of each of them, other than (i) the respective Boards receipt of Directors the Universal Stockholder Approval, (ii) the adoption of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement by Holdco in its capacity as sole stockholder of each of the Merger Subs and (iii) the approval of the Holdco Charter by Universal in its capacity as sole stockholder of Holdco. Each of Universal, Holdco and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby. This Agreement Merger Subs has been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Sub, and (assuming this Agreement. Assuming this Agreement and such Ancillary Documents each constitutes a valid and legally binding obligation of the Company) Hanover, this Agreement constitutes and will constitute the valid and legally binding obligations obligation of each of Parent Universal, Holdco and the Merger SubSubs, enforceable against Parent Universal, Holdco and the Merger Sub Subs in accordance with their respective terms (except insofar as enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting laws relating to creditors' ’ rights generallyand general principles of equity. Assuming the accuracy of the representations and warranties set forth in Section 5.19, Universal has taken all action necessary to render the restrictions set forth in Section 203 of the DGCL, and any other applicable takeover law restricting or by principles governing purporting to restrict business combinations, inapplicable to this Agreement and the availability of equitable remedies)transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub The Company has all the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby or executed in connection herewith (the Ancillary Documents, to perform its obligations hereunder and thereunder "ANCILLARY DOCUMENTS") and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents by the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger SubDirectors, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and therebythereby (other than the approval of this Agreement by the holders of a majority of the shares of Common Stock if required by applicable law). This Agreement has been, and any Ancillary Documents Document at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Subthe Company, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the CompanyPurchaser and Merger Sub) constitutes and will constitute the valid and binding obligations of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub in accordance with their respective terms (except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting laws relating to creditors' rights generally, or by and general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub The Company has all the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby or executed in connection herewith (the "Ancillary Documents") and subject, if required with respect to the consummation of the Merger, to perform its obligations hereunder and thereunder and the approval of holders of at least a majority of the outstanding shares of Class A Common Stock, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents by the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger SubDirectors, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and therebythereby (other than the approval of this Agreement by the holders of a majority of the shares of Common Stock if required by applicable law). This Agreement has been, and any Ancillary Documents Document at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Subthe Company, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the CompanyPurchaser and Merger Sub) constitutes and will constitute the valid and binding obligations of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub in accordance with their respective terms (except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting laws relating to creditors' rights generally, or by and general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub the QRC Parties has all the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and, if a party thereto, the Support Agreement and the Ancillary Registration Rights Agreement (collectively, the “Transaction Documents”) and, to perform its obligations hereunder and thereunder and upon receipt of the QRC Stockholder Approval, to consummate the transactions contemplated hereby and therebyby the Transaction Documents. The execution and delivery of this Agreement and the Ancillary Transaction Documents to which it is party and the consummation by Parent and Merger Sub each of the QRC Parties of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or limited liability company action on behalf of each of them, other than the respective Boards receipt of Directors the QRC Stockholder Approval. Each of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby. This Agreement QRC Parties has been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Sub, and (assuming this Agreement and, if a party thereto, the Support Agreement and, at Closing, Holdco will have duly executed and such Ancillary delivered the Registration Rights Agreement. Assuming the Transaction Documents each constitutes a constitute (or will constitute) the valid and legally binding obligations of the other parties hereto and thereto, each of the Transaction Documents to which a QRC Party is (or will be) party constitutes (or will constitute) the valid and legally binding obligation of the Company) constitutes and will constitute the valid and binding obligations of each of Parent and Merger Subsuch QRC Party, enforceable against Parent and Merger Sub such QRC Party in accordance with their respective terms (its terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or similar Laws affecting creditors' ’ rights generally, generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or by principles governing the availability of equitable remediesat law).

Authorization, Validity and Effect of Agreements. Each of Parent The execution, delivery and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery performance of this Agreement and the Ancillary Documents all agreements and documents contemplated hereby by such Party and the consummation by Parent and Merger Sub it of the transactions contemplated hereby and thereby hereby, have been duly and validly effectively authorized by all necessary corporate action on its part. The execution, delivery and performance of the respective Boards Agreement and Plan of Directors of Parent and Merger Subby Newco UHS-1 or Newco Q-1, as the case may be, and no other corporate proceedings on the part consummation by it of Parent or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby thereby, have been duly and therebyeffectively authorized by all necessary corporate action on its part. This Agreement has beenAgreement, and any Ancillary Documents at the time Agreement and Plan of execution will have beenMerger, duly constitute, and validly all agreements and documents contemplated hereby or thereby when executed and delivered by Parent and Merger Sub, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes and pursuant hereto will constitute the valid and legally binding obligations of each of Parent and Merger Subsuch Party or Newco UHS-1 or Newco Q-1, as the case may be, enforceable against Parent and Merger Sub in accordance with their respective terms (its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar Laws affecting laws of general application now or hereafter in effect relating to the enforcement of creditors' rights generallygenerally and except that remedies of specific performance, or by principles governing the availability injunction and other forms of equitable remedies).relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought. Except as set forth on Schedule 2.2 hereto, the execution and ------------ delivery of this Agreement by such Party, and the execution and delivery of the Agreement and Plan of Merger by Newco UHS-1 or Newco Q-1 does not and the consummation of the transactions contemplated hereby and thereby will not, except to the extent the same would not have a material adverse effect on it:

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub Xxxxxxx has all the requisite corporate power and authority to enter into the transactions contemplated hereby and to execute and deliver this Agreement and the Ancillary Documentsancillary agreements to which it is a party. The Board of Directors of Xxxxxxx has, by resolutions duly adopted by unanimous vote approved this Agreement, the Merger, the issuance of the Xxxxxxx Preferred Stock and the other transactions contemplated by this Agreement. In connection with the foregoing, the Board of Directors of Xxxxxxx has taken such actions and votes as are necessary on its part to perform its obligations hereunder render the provisions of the Control Share Acquisition Statute, the Business Combination Statute and thereunder all other applicable takeover statutes of the MGCL and any other applicable takeover statutes of any other state, inapplicable to consummate this Agreement, the Merger, and the transactions contemplated hereby and therebyby this Agreement. The execution by Xxxxxxx of this Agreement, the ancillary agreements and delivery the consummation of the transactions contemplated by this Agreement and the Ancillary Documents and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have ancillary agreements has been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other all requisite corporate proceedings action on the part of Parent or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and therebyXxxxxxx. This Agreement has beenconstitutes, and any Ancillary Documents at the time of execution ancillary agreements to which it will have been, duly and validly become a party (when executed and delivered by Parent and Merger Subpursuant hereto) will constitute, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes and will constitute the valid and legally binding obligations of each of Parent and Merger SubXxxxxxx, enforceable against Parent and Merger Sub Xxxxxxx in accordance with their respective terms (except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting laws relating to creditors' rights generally, or by and general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent purchaser and Merger Sub has all the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents, to perform its obligations hereunder and thereunder Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents and the consummation by Parent Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards of Directors of Parent Purchaser and Merger Sub, Sub and by Purchaser as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent Purchaser or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by Parent Purchaser and Merger Sub, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes and will constitute the valid and binding obligations of each of Parent Purchaser and Merger Sub, enforceable against Parent and Merger Sub in accordance with their respective terms (except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting laws relating to creditors' rights generally, or by and general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub The Company has all the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby or executed in connection herewith (the "Ancillary Documents") and subject to obtaining any necessary stockholder approval of the Merger, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and to enter into and consummate the transactions contemplated by the Thermalloy Agreement. The execution and delivery of this Agreement and the Ancillary Documents by the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger SubDirectors, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and therebythereby (other than the approval of this Agreement by the holders of a majority of the shares of Common Stock if required by applicable law). This Agreement has been, and any Ancillary Documents Document at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Subthe Company, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the CompanyPurchaser and Merger Sub) constitutes and will constitute the valid and binding obligations of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub in accordance with their respective terms (except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting laws relating to creditors' rights generally, or by and general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub The Company has all ------------------------------------------------ the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents, to perform its obligations hereunder and thereunder Option Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents Option Agreement by the Company, the execution and delivery of the Stockholders Agreement by the stockholders who are parties thereto and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger SubDirectors, and no other corporate proceedings on the part of Parent the Company or Merger Sub its stockholders are necessary to authorize this Agreement, the Stockholders Agreement and or the Ancillary Documents Option Agreement or to consummate the transactions contemplated hereby or thereby (other than the approval of this Agreement and therebythe Merger by the holders of a majority of the shares of Common Stock, if required by applicable law). This The Board of Directors has duly adopted resolutions determining that the Merger is advisable and the terms of the Merger are fair to, and in the best interests of, the Company and the Company's stockholders and recommending that the Company's stockholders approve the Merger and this Agreement. Each of this Agreement and the Option Agreement has been, and any Ancillary Documents at the time of execution will have been, been duly and validly executed and delivered by Parent and Merger Subthe Company, and (assuming this Agreement and such Ancillary Documents the Option Agreement each constitutes a valid and binding obligation of the CompanyPurchaser and Merger Sub) constitutes and will constitute the valid and binding obligations obligation of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with their respective terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies)its terms.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub The Company has all the requisite corporate power and authority to execute and deliver this Agreement and all other agreements and documents contemplated hereby or executed in connection herewith to which it is a party (the "Ancillary Documents") and subject, if required under applicable law with respect to the consummation of the Merger, to perform its obligations hereunder and thereunder and the approval of holders of the Common Stock, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents by the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger SubDirectors, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and therebythereby (other than the adoption of this Agreement by the holders of the Common Stock if required by applicable law). This Agreement has been, and any Ancillary Documents Document at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Subthe Company, and (assuming this Agreement and such Ancillary Documents each constitutes constitute a valid and binding obligation of Purchaser and Merger Sub) this Agreement constitutes, and each such Ancillary Document at the Company) constitutes and time of execution will constitute constitute, the valid and binding obligations of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub in accordance with their respective terms (except insofar as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or similar Laws affecting creditors' the rights generally, or by of creditors and to general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub The Company has all the ------------------------------------------------ requisite corporate power and authority to enter into the transactions and to execute and deliver this Agreement Agreement. The Company Board has unanimously approved this Agreement, the Merger and the Ancillary Documentsother Transactions and has resolved to recommend that the holders of Company Common Stock adopt and approve this Agreement at the stockholders' meeting of the Company to be held in accordance with the provisions of Section 8.1. In connection with the foregoing, the Company Board has taken such actions and votes as are necessary on its part to perform its obligations hereunder render the provisions of Section 203 of the DGCL and thereunder all other applicable takeover statutes inapplicable to this Agreement, the Merger, the other Transactions and the Voting Agreement. Subject only to consummate the transactions contemplated hereby and thereby. The approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Requisite --------- Company Vote"), the execution and delivery by the Company of this Agreement and the Ancillary Documents and the ------------ consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all requisite corporate action on the respective Boards part of Directors of Parent and Merger Sub, the Company and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby Transactions. As of the date hereof, all of the directors and thereby. This Agreement has been, and any Ancillary Documents at executive officers of the time Company have indicated that they presently intend to vote all shares of execution will have been, duly and validly executed and delivered by Parent and Merger Sub, and (assuming the Company Common Stock which they own to approve this Agreement and such Ancillary Documents each the Transactions at the stockholders' meeting of the Company to be held in accordance with the provisions of Section 8.1. This Agreement, assuming due and valid authorization, execution and delivery thereof by Parent, constitutes a valid and legally binding obligation of the Company) constitutes and will constitute the valid and binding obligations of each of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with their respective terms (except insofar as enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting laws relating to creditors' rights generally, or by and general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub The Company has all the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (the Ancillary Documents, to perform its obligations hereunder and thereunder "ANCILLARY DOCUMENTS") and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents by the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger SubDirectors, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and therebythereby (other than the approval of this Agreement by the holders of a majority of the shares of Common Stock if required by applicable law). This Agreement has been, and any Ancillary Documents Document at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Subthe Company, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the CompanyPurchaser and Merger Sub) constitutes and will constitute the valid and binding obligations of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub in accordance with their respective terms (except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting laws relating to creditors' rights generally, or by and general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent Purchaser and Merger Sub has all the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents, to perform its obligations hereunder and thereunder Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents and the consummation by Parent Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards boards of Directors directors of Parent Purchaser and Merger Sub, Sub and by Purchaser as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent Purchaser or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by Parent Purchaser and Merger Sub, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes this Agreement constitutes, and such Ancillary Agreements at the time of execution will constitute constitute, the valid and binding obligations of each of Parent Purchaser and Merger Sub, enforceable against Parent and Merger Sub in accordance with their respective terms (except insofar as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or similar Laws affecting creditors' the rights generally, or by of creditors and to general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub The Company has all the requisite corporate power and authority to enter into the Transactions and to execute and deliver this Agreement Agreement. The Company Board has approved this Agreement, the Merger and the Ancillary Documentsother Transactions and has resolved to recommend that the holders of Company Common Stock adopt and approve this Agreement at the shareholders' meeting of the Company to be held in accordance with the provisions of Section 7.3. In connection with the foregoing, the Company Board has taken such actions and votes as are necessary on its part to perform its obligations hereunder render the provisions of Section 302A.673 of the MBCA and thereunder all other applicable takeover statutes inapplicable to this Agreement, the Merger and the other Transactions. Subject only to consummate the transactions contemplated hereby and thereby. The approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock, the execution and delivery by the Company of this Agreement and the Ancillary Documents and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other all requisite corporate proceedings action on the part of Parent or Merger Sub are necessary the Company. As of the date hereof, all of the directors and executive officers of the Company have indicated that they presently intend to authorize vote all shares of Company Common Stock that they own to approve this Agreement and the Ancillary Documents or Transactions at the shareholders' meeting of the Company to consummate be held in accordance with the transactions contemplated hereby and therebyprovisions of Section 8.1. This Agreement has beenAgreement, assuming due and any Ancillary Documents at the time of valid authorization, execution will have been, duly and validly executed and delivered delivery thereof by Parent and Merger SubMergerCo, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and legally binding obligation of the Company) constitutes and will constitute the valid and binding obligations of each of Parent and Merger Sub, enforceable against Parent and Merger Sub the Company in accordance with their respective terms (except insofar as enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting laws relating to creditors' rights generally, or by and general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent Purchaser and Merger Sub has all the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents, to perform its obligations hereunder and thereunder Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents and the consummation by Parent Purchaser and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards of Directors of Parent Purchaser and Merger Sub, Sub and by Purchaser as the sole stockholder of Merger Sub and no other corporate proceedings on the part of Parent Purchaser or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by Parent Purchaser and Merger Sub, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes and will constitute the valid and binding obligations of each of Parent Purchaser and Merger Sub, enforceable against Parent and Merger Sub in accordance with their respective terms (except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting laws relating to creditors' rights generally, or by and general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (the "Ancillary Documents"), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereby (subject to the Company Stockholder Approval (as defined in Section 3.2(b)) with respect to the Merger). The execution and delivery of this Agreement and the Ancillary Documents by the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger Subthe Company, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and therebythereby (other than the Company Stockholder Approval and the filing and recordation of appropriate merger documents required by the DGCL). This Agreement has been, and any Ancillary Documents Document at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Subthe Company, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the CompanyParent and Merger Sub) constitutes and will constitute the valid and binding obligations of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with their respective terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies).

Authorization, Validity and Effect of Agreements. Each of Parent STH and Merger Sub has all the STH Subsidiaries have the requisite corporate power and authority to enter into the transactions contemplated hereby and to execute and deliver this Agreement and the Ancillary Documentsall other documents, agreements and instruments related to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement, including, without limitation, the Ancillary Agreements. The execution and delivery Subject only to the adoption of this Agreement and by the Ancillary Documents and holders of a majority of the outstanding shares of STH Common Stock, the consummation by Parent STH of this Agreement, the Ancillary Agreements and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the respective Boards part of Directors of Parent STH and Merger Sub, the STH Subsidiaries and no other corporate proceedings action on the part of Parent STH or Merger Sub are the STH Subsidiaries is necessary to authorize this Agreement and Agreement, the Ancillary Documents Agreements or to consummate the transactions contemplated hereby and or thereby. This Agreement has been, and any Ancillary Documents at the time of execution will have been, been duly and validly executed and delivered by Parent STH and Merger Subconstitutes, and the Ancillary Agreements to which STH is a party (assuming this Agreement when executed and such Ancillary Documents each constitutes a valid and binding obligation of the Companydelivered by STH pursuant thereto) constitutes and will constitute constitute, the valid and legally binding obligations of each of Parent and Merger SubSTH, enforceable against Parent and Merger Sub STH in accordance with their respective terms (except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors' rights generally, or by generally and general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub The Company has all the requisite corporate power and authority to execute and deliver this Agreement and all other agreements and documents contemplated hereby or executed in connection herewith to which it is a party (the Ancillary Documents"ANCILLARY DOCUMENTS") and subject, if required under applicable law with respect to the consummation of the Merger, to perform its obligations hereunder and thereunder and the approval of holders of the Common Stock, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents by the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger SubDirectors, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and therebythereby (other than the adoption of this Agreement by the holders of the Common Stock if required by applicable law). This Agreement has been, and any Ancillary Documents Document at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Subthe Company, and (assuming this Agreement and such Ancillary Documents each constitutes constitute a valid and binding obligation of Purchaser and Merger Sub) this Agreement constitutes, and each such Ancillary Document at the Company) constitutes and time of execution will constitute constitute, the valid and binding obligations of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub in accordance with their respective terms (except insofar as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or similar Laws affecting creditors' the rights generally, or by of creditors and to general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub The Company has all the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (the "Ancillary Documents, 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 Ancillary Documents by the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards Board of Directors of Parent and Merger SubDirectors, and no other approvals or corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the Company's execution and delivery of this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and therebythereby other than the approval of this Agreement by the holders of a majority of the shares of Common Stock. This Agreement has been, and any Ancillary Documents Document at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Subthe Company, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the CompanyPurchaser) constitutes and will constitute the valid and binding obligations of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub in accordance with their respective terms (except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting laws relating to creditors' rights generally, or by and general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of the Purchaser and the Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to approve, fund, effect and implement the Ancillary Documents, to perform its obligations hereunder Offer and thereunder the Merger and to consummate the other transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Documents consummation by the Purchaser and the consummation by Parent and Merger Sub of the transactions contemplated hereby hereby, including, without limitation, the Offer and thereby the Merger, and the execution and delivery of the Financing Letter (as defined in Section 5.7), have been duly and validly authorized by the respective Boards of Directors of Parent the Purchaser and Merger Subthe Parent, as applicable, and no other corporate proceedings on the part of the Purchaser or the Parent or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby other than (i) the Consent of the holders of preferred ordinary shares of the Parent (the "Preferred Stockholder Consent") described in Section 5.2 of the disclosure letter delivered by the Parent and therebythe Purchaser to the Company (the "Purchaser Disclosure Letter"), (ii) the Required Stockholder Approvals (as defined in Section 5.3), and (iii) the approval by the boards of directors of the Parent and the Purchaser of the Financing Documentation. This Agreement has been, and any Ancillary Documents at the time of execution will have been, been duly and validly executed and delivered by Parent the Purchaser and Merger Subthe Parent, and (assuming this Agreement and such Ancillary Documents each constitutes a the valid and binding obligation of the Company) constitutes and will constitute the valid and binding obligations obligation of each of Parent the Purchaser and Merger Subthe Parent, enforceable against the Purchaser and the Parent and Merger Sub in accordance with their respective terms (its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to enforcement of creditors' rights generally, generally or by general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub MART has all the requisite corporate power and authority to enter into the transactions contemplated hereby and to execute and deliver this Agreement Agreement. The Board of Trustees of MART has, by resolutions duly adopted by unanimous vote, approved this Agreement, the Merger and the Ancillary Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by this Agreement and therebyhas agreed to recommend that the holders of MART Common Shares adopt and approve the Merger at the Shareholders Meeting (as defined in Section 7.3(c) hereof), which will be held in accordance with the provisions of Section 7.3. The execution In connection with the foregoing, the Board of Trustees of MART has taken such actions and delivery votes as are necessary on its part to render the provisions of the Maryland Control Share Acquisition Statute (Title 3, Subtitle 7 of the MGCL), the Maryland Business Combination Statute (Title 3, Subtitle 6 of the MGCL) inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. Subject only to the approval of this Agreement and the Ancillary Documents transactions contemplated hereby by the holders of two-thirds of the outstanding MART Common Shares, the execution by MART of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by the respective Boards all requisite corporate action of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and the Ancillary Documents or to consummate the transactions contemplated hereby and therebyMART. This Agreement has been, and any Ancillary Documents at constitutes the time of execution will have been, duly and validly executed and delivered by Parent and Merger Sub, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and legally binding obligation of the Company) constitutes and will constitute the valid and binding obligations of each of Parent and Merger SubMART, enforceable against Parent and Merger Sub MART in accordance with their respective terms (its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium or similar Laws affecting creditors' rights generallymoratorium, or other similar laws relating to creditors’ rights generally and by general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub PMCT has all the requisite corporate power and authority to enter into the transactions contemplated hereby and to execute and deliver this Agreement and the Ancillary Documentsall other documents, agreements and instruments related to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of by this Agreement to which each of them is a party (the "PMCT Ancillary Agreements"). Subject only to the approval of the issuance of the shares of PMCT Common Shares pursuant to the Merger contemplated hereby by the holders of two-thirds of the outstanding shares of PMCT Common Shares, present and the Ancillary Documents and voting thereon, the consummation by Parent PMCT of this Agreement, the PMCT Ancillary Agreements and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings all requisite action on the part of Parent or Merger Sub are PMCT and no other action on the part of PMCT is necessary to authorize this Agreement and Agreement, the PMCT Ancillary Documents Agreements or to consummate the transactions contemplated hereby and or thereby. This Agreement has beenconstitutes, and any the PMCT Ancillary Documents at the time of execution will have been, duly and validly Agreements (when executed and delivered by Parent and Merger Subpursuant hereto for value received) will constitute, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes and will constitute the valid and legally binding obligations of each of Parent and Merger Sub, PMCT enforceable against Parent and Merger Sub PMCT in accordance with their respective terms (except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors' rights generally, or by generally and general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub (a) The Company has all the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents executed in connection herewith (the “Ancillary Documents”) to which it is a party and subject to the adoption of this Agreement by the holders of a majority of the outstanding shares of the Company Common Stock (the “Stockholder Approval”), 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 Ancillary Documents to which it is a party by the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards of Directors of Parent and Merger SubBoard, and no other corporate proceedings on the part of Parent the Company or Merger Sub approvals from any holders of equity securities of the Company or any of its Subsidiaries are necessary to authorize this Agreement and the Ancillary Documents to which it is a party or to consummate the transactions contemplated hereby and therebythereby (other than the Stockholder Approval). This Agreement has been, and any Ancillary Documents Document to which it is a party at the time of execution will have been, duly and validly executed and delivered by Parent and Merger Subthe Company, and (assuming this Agreement and such Ancillary Documents each constitutes constitute a valid and binding obligation of Purchaser and Merger Sub to the Companyextent party thereto) constitutes and or, in the case of any such documents entered into after the date of this Agreement will constitute constitute, the valid and binding obligations of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub in accordance with their respective terms (terms, except insofar as enforceability enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium arrangement or similar Laws affecting creditors' ’ rights generally, or generally and by general principles governing the availability of equitable remedies)equity.

Authorization, Validity and Effect of Agreements. Each of Parent and Merger Sub has all Bradxxx xxx the requisite corporate power and authority to enter into the transactions contemplated hereby and to execute and deliver this Agreement and the Ancillary Documentsancillary agreements to which it is a party. The Board of Directors of Bradxxx xxx, by resolutions duly adopted by unanimous vote approved this Agreement, the Merger, the issuance of the Bradxxx Xxxferred Stock and the other transactions contemplated by this Agreement. In connection with the foregoing, the Board of Directors of Bradxxx xxx taken such actions and votes as are necessary on its part to perform its obligations hereunder render the provisions of the Control Share Acquisition Statute, the Business Combination Statute and thereunder all other applicable takeover statutes of the MGCL and any other applicable takeover statutes of any other state, inapplicable to consummate this Agreement, the Merger, and the transactions contemplated hereby and therebyby this Agreement. The execution by Bradxxx xx this Agreement, the ancillary agreements and delivery the consummation of the transactions contemplated by this Agreement and the Ancillary Documents and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have ancillary agreements has been duly and validly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other all requisite corporate proceedings action on the part of Parent or Merger Sub are necessary to authorize this Bradxxx. Xxis Agreement constitutes, and the Ancillary Documents or ancillary agreements to consummate the transactions contemplated hereby and thereby. This Agreement has been, and any Ancillary Documents at the time of execution which it will have been, duly and validly become a party (when executed and delivered by Parent and Merger Subpursuant hereto) will constitute, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes and will constitute the valid and legally binding obligations of each of Parent and Merger SubBradxxx, enforceable xxforceable against Parent and Merger Sub in Bradxxx xx accordance with their respective terms (except insofar as enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting laws relating to creditors' rights generally, or by and general principles governing the availability of equitable remedies)equity.