Common use of CONTEMPLATED HEREBY Clause in Contracts

CONTEMPLATED HEREBY. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of OSI, subject only to the approval of the Merger by OSI's stockholders. A vote of the holders of a majority of the outstanding shares of the OSI Common Stock is the only approval required for the OSI stockholders to adopt this Agreement and the transactions contemplated hereby. The Board of Directors of OSI has, prior to the date hereof, unanimously (x) approved this Agreement and the Merger, (y) determined that the Merger is in the best interests of the stockholders of OSI and is on terms that are fair to such stockholders and (z) determined to recommend that the stockholders of OSI approve this Agreement and consummation of the Merger. This Agreement has been duly and validly executed and delivered by OSI and, assuming this Agreement constitutes a valid and binding agreement of the other parties hereto, constitutes a valid and binding obligation of OSI enforceable against OSI in accordance with its terms (except 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). The execution and delivery of this Agreement by OSI does not, and the performance of this Agreement by OSI will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws of OSI or the equivalent organizational documents of any of its subsidiaries, (ii) subject to obtaining the adoption by OSI's stockholders of this Agreement as contemplated in Section 6.1(a) and compliance with the requirements set forth in Section 2.3(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to OSI or any of its subsidiaries or by which its or any of their respective properties is bound, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the rights of OSI or its subsidiaries or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of OSI or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which OSI or any of its subsidiaries is a party or by which OSI or any of its subsidiaries or its or any of their respective properties are bound or affected, except, with respect to clauses (ii) and (iii) above, for any such conflicts, violations, defaults or other occurrences that would not have a Material Adverse Effect on OSI. The OSI Disclosure Letter lists all material consents, waivers and approvals under any of OSI's or its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, except for those the absence of which in aggregate would not have a Material Adverse Effect on OSI.

CONTEMPLATED HEREBY. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary the Board of Directors of Issuer and no other corporate action proceedings on the part of OSI, subject only Issuer are necessary to the approval of the Merger by OSI's stockholders. A vote of the holders of a majority of the outstanding shares of the OSI Common Stock is the only approval required for the OSI stockholders to adopt authorize this Agreement and or to consummate the transactions contemplated hereby. The Board of Directors of OSI has, prior to the date hereof, unanimously (x) approved this Agreement and the Merger, (y) determined that the Merger is in the best interests of the stockholders of OSI and is on terms that are fair to such stockholders and (z) determined to recommend that the stockholders of OSI approve this Agreement and consummation of the Mergerso contemplated. This Agreement has been duly and validly executed and delivered by OSI andIssuer and is enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, assuming and at all times from the date hereof through the termination of this Agreement constitutes a valid and binding agreement of the other parties hereto, constitutes a valid and binding obligation of OSI enforceable against OSI in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rights. 12. Grantee hereby represents and warrants to Issuer that: (except as enforceability may be limited by applicable bankruptcya) Grantee has all requisite corporate power and authority to enter into this Agreement and, insolvencysubject to any approvals or consents referred to herein, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing to consummate the availability of equitable remedies)transactions contemplated hereby. The execution and delivery of this Agreement by OSI does not, and the performance of this Agreement by OSI will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws of OSI or the equivalent organizational documents of any of its subsidiaries, (ii) subject to obtaining the adoption by OSI's stockholders of this Agreement as contemplated in Section 6.1(a) and compliance with the requirements set forth in Section 2.3(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to OSI or any of its subsidiaries or by which its or any of their respective properties is bound, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the rights of OSI or its subsidiaries or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of OSI or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which OSI or any of its subsidiaries is a party or by which OSI or any of its subsidiaries or its or any of their respective properties are bound or affected, except, with respect to clauses (ii) and (iii) above, for any such conflicts, violations, defaults or other occurrences that would not have a Material Adverse Effect on OSI. The OSI Disclosure Letter lists all material consents, waivers and approvals under any of OSI's or its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated herebyhereby have been duly authorized by all necessary corporate action on the part of Grantee. This Agreement has been duly executed and delivered by Grantee. (b) The Option is not being, and any shares of Common Stock or other securities acquired by Grantee upon exercise of the Option will not be, acquired with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in a transaction registered or exempt from registration under the 1933 Act. 13. Neither of the parties hereto may assign any of its rights or obligations under this Option Agreement or the Option created hereunder to any other person, without the express written consent of the other party, except for those that in the absence event a Subsequent Triggering Event shall have occurred prior to an Exercise Termination Event, Grantee, subject to the express provisions hereof, may assign in whole or in part its rights and obligations hereunder within 90 days following such Subsequent Triggering Event (or such later period as provided in Section 10); provided, however, that until the date 15 days following the date on which the Federal Reserve Board approves an application by Grantee under the BHCA to acquire the shares of which in aggregate would Common Stock subject to the Option, Grantee may not have a Material Adverse Effect on OSI.assign

CONTEMPLATED HEREBY. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary the Executive Committee of the Board of Directors of Seller and no other corporate action proceedings including, but not limited to, filing with any State or Federal Regulatory or Securities & Exchange Agency, or any Stock Exchange, on the part of OSI, subject only Seller are necessary to the approval of the Merger by OSI's stockholders. A vote of the holders of a majority of the outstanding shares of the OSI Common Stock is the only approval required for the OSI stockholders to adopt authorize this Agreement and or to consummate the transactions contemplated hereby. The Board of Directors of OSI has, prior to the date hereof, unanimously (x) approved this Agreement and the Merger, (y) determined that the Merger is in the best interests of the stockholders of OSI and is on terms that are fair to such stockholders and (z) determined to recommend that the stockholders of OSI approve this Agreement and consummation of the Merger. This Agreement has been duly and validly executed and delivered by OSI and, assuming this Agreement Seller and constitutes a legal, valid and binding agreement of the other parties heretoSeller, constitutes a valid and binding obligation of OSI enforceable against OSI in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or fraudulent conveyance, insolvency and similar laws of general application relating to or affecting creditors' the enforcement of rights generallyof creditors and subject to general principles of equity. Except as set forth in Schedule 4.12 hereto, no filing with, and no permit, authorization, consent or approval of, any public body or authority, the absence of which would, either individually or in the aggregate, have a material adverse effect on the business, operations or financial condition of the Assets, is necessary for the consummation by principles governing Seller of the availability of equitable remedies)transactions contemplated by this Agreement. The Subject to compliance with any requirements so disclosed, the execution and delivery of this Agreement by OSI does not, and the performance consummation of this Agreement by OSI the transactions contemplated hereby will not, : (i) conflict with or violate the Certificate of Incorporation or Bylaws of OSI or the equivalent organizational documents of any of its subsidiaries, (ii) subject to obtaining the adoption by OSI's stockholders of this Agreement as contemplated in Section 6.1(a) and compliance with the requirements set forth in Section 2.3(b) below, conflict with or violate any lawprovision of the corporate charter or by-laws of Seller or, ruleto Seller's knowledge, regulationany statute, rule or regulation or (to the extent addressed to and binding on Seller) any order, judgment or decree applicable to OSI of any public body or authority by which Seller, or any of its subsidiaries or by which its or any of their respective properties is bound, ; or (iiiii) result in any a violation or breach of of, or constitute a default (with or an event that with without due notice or lapse of time or both would become both) a default) under, or impair the rights of OSI or its subsidiaries or alter the rights or obligations of any third party default under, or give any party with rights thereunder the right to others any terminate, accelerate, modify or otherwise change the rights of terminationor obligations of Seller under, amendmentany license, acceleration franchise, permit, indenture, agreement or cancellation ofother instrument to which Seller is a party, or result in the creation of a lien or encumbrance on any of the properties or assets of OSI by which it or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which OSI or any of its subsidiaries is a party or by which OSI or any of its subsidiaries or its or any of their respective properties are bound or affected, except, with respect to clauses (ii) and (iii) above, for any such conflicts, violations, defaults or other occurrences that would not have a Material Adverse Effect on OSI. The OSI Disclosure Letter lists all material consents, waivers and approvals under any of OSI's or its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, except for those the absence of which in aggregate would not have a Material Adverse Effect on OSIbound.

CONTEMPLATED HEREBY. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have Merger has, upon the unanimous recommendation of the Special Committee, been duly and validly authorized approved by all necessary corporate action unanimous vote of the Company Board, not subsequently rescinded or modified in any way as of the date hereof. The Company Board has determined that the Merger, on the part terms and conditions set forth in this Agreement, is in the best interests of OSICompany and its stockholders, and has resolved, subject only to Section 6.8, to recommend adoption of this Agreement to Company’s stockholders and has adopted a resolution to the approval foregoing effect. Except for the adoption of this Agreement by the Merger by OSI's stockholders. A affirmative vote or consent of the holders of a majority of the outstanding shares of the OSI Company Common Stock is (if and to the only approval extent required for by applicable Law and the OSI stockholders Amended and Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”)) (the “Requisite Company Vote”) and the filing and recordation of appropriate merger documents as required by the DGCL, no other corporate proceedings on the part of Company are necessary to adopt approve this Agreement and or to consummate the transactions contemplated hereby. The Board of Directors of OSI has, prior to the date hereof, unanimously hereby (x) approved this Agreement and including the Merger, (y) determined that the Merger is in the best interests of the stockholders of OSI and is on terms that are fair to such stockholders and (z) determined to recommend that the stockholders of OSI approve this Agreement and consummation of the Mergerperform Company’s obligations hereunder. This Agreement has been duly and validly executed and delivered by OSI andCompany and (assuming due authorization, assuming this Agreement constitutes a valid execution and binding agreement of the other parties hereto, delivery by Parent and Merger Sub) constitutes a valid and binding obligation of OSI Company, enforceable against OSI Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or similar laws Laws of general applicability relating to or affecting creditors' rights generally, or by principles governing the availability of equitable remedies). The execution and delivery of this Agreement by OSI does not, and the performance of this Agreement by OSI will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws of OSI or the equivalent organizational documents of any of its subsidiaries, (ii) subject to obtaining the adoption by OSI's stockholders of this Agreement as contemplated in Section 6.1(a) and compliance with the requirements set forth in Section 2.3(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to OSI or any of its subsidiaries or by which its or any of their respective properties is bound, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the rights of OSI or its subsidiaries or alter creditors generally and subject to general principles of equity (the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of OSI or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which OSI or any of its subsidiaries is a party or by which OSI or any of its subsidiaries or its or any of their respective properties are bound or affected, except, with respect to clauses (ii) and (iii) above, for any such conflicts, violations, defaults or other occurrences that would not have a Material Adverse Effect on OSI. The OSI Disclosure Letter lists all material consents, waivers and approvals under any of OSI's or its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, except for those the absence of which in aggregate would not have a Material Adverse Effect on OSI“Enforceability Exceptions”)).