Common use of Corporate Authority and Action Clause in Contracts

Corporate Authority and Action. (1) The Company has taken all corporate action necessary in order (A) to authorize the execution and delivery of, and performance of its obligations under, this Agreement and (B) subject only to receipt of the approval of the plan of merger contained in this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Requisite Vote") and to the approvals of applicable Government Authorities, to consummate the Merger. This Agreement is a valid and legally binding obligation of the Company, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles). (2) The Company has taken all action required to be taken by it in order to exempt this Agreement, the Voting Agreement and the transactions contemplated hereby from, and each of this Agreement, the Voting Agreement and the transactions contemplated hereby is exempt from, (A) the requirements of any applicable "moratorium," "control share," "fair price," or other antitakeover laws and regulation of any state (collectively, "Takeover Laws"), including Section 203 of the DGCL and (B) any other applicable provision of the Constitutive Documents of the Company or any of its Subsidiaries. (3) The Company has received the opinion of Sandler X'Xxxxx & Partners, L.P., dated the date of this Agreement, to the effect that, as of the date of this Agreement, the Consideration to be received in the Merger by the stockholders of the Company is fair to the stockholders of the Company from a financial point of view.

Corporate Authority and Action. (1) The Company has taken all corporate action necessary in order (A) to authorize the execution and delivery of, and performance of its obligations under, this Agreement and (B) subject only to receipt of the approval of the plan of merger contained in this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "“Company Requisite Vote"”) and to the approvals of applicable Government Authorities, to consummate the Merger. This Agreement is a valid and legally binding obligation of the Company, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors' ’ rights or by general equity principles). (2) The Company has taken all action required to be taken by it in order to exempt this Agreement, the Voting Agreement and the transactions contemplated hereby from, and each of this Agreement, the Voting Agreement and the transactions contemplated hereby is exempt from, (A) the requirements of any applicable "“moratorium," "” “control share," "” “fair price," ” or other antitakeover laws and regulation regulations of any state (collectively, "“Takeover Laws"”), including Section 203 Sections 14-2-1110 to 1113 of the DGCL GBCC and (B) any “business combination”, “fair price”, “voting requirement”, “constituency requirement” or other applicable provision similar provisions of the Constitutive Documents of the Company or any of its SubsidiariesSubsidiaries (collectively, “Takeover Provisions”). (3) The Company has received the opinion of Sandler X'Xxxxx & PartnersXxxxx Capital Group, L.P.LLC, dated the date of this Agreement, to the effect that, as of the date of this Agreement, the Consideration to be received in the Merger by the stockholders shareholders of the Company is fair to the stockholders shareholders of the Company from a financial point of view.

Corporate Authority and Action. (1) The Company has the requisite corporate power and authority, and has taken all corporate action necessary necessary, in order (A) to authorize the execution and delivery of, and performance of its obligations under, this Agreement and the Stock Option Agreement and (B) subject only to receipt of the approval of the plan of merger contained in this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Requisite Vote") and to the approvals of applicable Government AuthoritiesStock, to consummate the Merger. This Agreement and the Stock Option Agreement each is a valid and legally binding obligation of the Company, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles). (2) The Company has taken all action required to be taken by it in order to exempt this Agreement, the Voting Stock Option Agreement and the transactions contemplated hereby from, and each of this Agreement, the Voting Stock Option Agreement and the transactions contemplated hereby each is exempt from, the requirements of (A) the requirements of any applicable "moratorium," "control share," "fair price," or other antitakeover laws and regulation of any state (collectively, "Takeover Laws"), including Section 203 14A-10A of the DGCL NJBCA and (B) any other applicable provision of the Constitutive Documents Articles XIV and XV of the Company or any of its SubsidiariesCertificate. (3) The Company has received the opinion of Sandler X'Xxxxx O'Xxxxx & Partners, L.P.L.P. & Company ("Sandler O'Xxxxx"), dated the date of this Agreement, to the effect that, as of the date of this Agreement, the Consideration to be received in the Merger by the stockholders shareholders of the Company is fair to the stockholders shareholders of the Company from a financial point of view.

Corporate Authority and Action. (1) The Company has the requisite corporate power and authority, and has taken all corporate action necessary necessary, in order (A) to authorize the execution and delivery of, and performance of its obligations under, this Agreement and the Stock Option Agreement and (B) subject only to receipt of the approval of the plan of merger contained in this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Requisite Vote") and to the approvals of applicable Government AuthoritiesStock, to consummate the Merger. This Agreement and the Stock Option Agreement each is a valid and legally binding obligation of the Company, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles). (2) The Company has taken all action required to be taken by it in order to exempt this Agreement, the Voting Stock Option Agreement and the transactions contemplated hereby from, and each of this Agreement, the Voting Stock Option Agreement and the transactions contemplated hereby each is exempt from, the requirements of (A) the requirements of any applicable "moratorium," "control share," "fair price," or other antitakeover laws and regulation of any state (collectively, "Takeover Laws"), including Section 203 14A-10A of the DGCL NJBCA and (B) any other applicable provision of the Constitutive Documents Articles XIV and XV of the Company or any of its SubsidiariesCertificate. (3) The Company has received the opinion of Sandler X'Xxxxx & Partners, L.P.L.P. & Company ("Sandler X'Xxxxx"), dated the date of this Agreement, to the effect that, as of the date of this Agreement, the Consideration to be received in the Merger by the stockholders shareholders of the Company is fair to the stockholders shareholders of the Company from a financial point of view.

Corporate Authority and Action. (1) The Company has taken all corporate action necessary in order (A) to authorize the execution and delivery of, and performance of its obligations under, this Agreement and the Stock Option Agreement and (B) subject only to receipt of the approval of the plan of merger contained in this Agreement by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Requisite Vote") and to the approvals of applicable Government AuthoritiesStock, to consummate the Merger. This Agreement and the Stock Option Agreement each is a valid and legally binding obligation of the Company, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles). (2) The Company has taken all action required to be taken by it in order to exempt this Agreement, the Voting Stock Option Agreement and the transactions contemplated hereby from, and each of this Agreement, the Voting Stock Option Agreement and the transactions contemplated hereby each is exempt from, the requirements of (A) the requirements of any applicable "moratorium," "control share," "fair price," or other antitakeover laws and regulation of any state (collectively, "Takeover Laws"), including Section 203 Sections 55-9 and 55-9A of the DGCL NCBCA and (B) any other applicable provision of the Constitutive Documents Sections 10.2 and 10.3 of the Company or any of its SubsidiariesArticles. (3) The Company has received the opinion of Sandler X'Xxxxx Xxxxx, Xxxxxxxx & PartnersXxxxx, L.P.Inc., dated the date of this Agreement, to the effect that, as of the date of this Agreement, the Consideration to be received in the Merger by the stockholders shareholders of the Company is fair to the stockholders shareholders of the Company from a financial point of view.