Common use of Corporate Authority and Approval Clause in Contracts

Corporate Authority and Approval. (a) Each of Parent and each of the Merger Subs has all entity power and authority necessary to enable it to enter into this Agreement, perform its obligations hereunder and carry out the transactions contemplated by this Agreement. All corporate or other entity actions necessary to authorize each of Parent and Merger Subs to enter into this Agreement and carry out the transactions contemplated by it have been taken and no other corporate proceedings on the part of Parent or Merger Subs are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, other than Parent’s written consent (following the execution of this Agreement) adopting this Agreement as the sole stockholder of Corporate Sub and filing the First Certificate of Merger and the Second Certificate of Merger. This Agreement has been duly executed by each of Parent and Merger Subs, and assuming this Agreement is a valid and binding obligation of the Company, this Agreement is a valid and binding agreement of each of Parent and each of the Merger Subs, enforceable against each of them in accordance with its terms, subject to the Enforceability Exception. (b) When shares of Parent Class A Stock are issued in the Mergers, those shares will be duly authorized and issued, will be fully paid and non-assessable, and will be authorized for issuance on the NYSE.

Corporate Authority and Approval. (a) Each of Parent and each of the Merger Subs Sub has all entity requisite corporate power and authority necessary to enable it to enter into execute and deliver this Agreement, to perform its obligations hereunder and carry out to consummate the Offer, the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement by this Agreement. All Parent and Merger Sub and the consummation by Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other entity actions necessary to authorize each action of Parent and Merger Subs to enter into this Agreement and carry out the transactions contemplated by it have been taken Sub and no other corporate proceedings on the part of Parent or Merger Subs Sub or their respective stockholders are necessary to authorize the execution and delivery of this Agreement or to consummate the Offer, the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, (x) the adoption of this Agreement by this AgreementParent in its capacity as the sole stockholder of Merger Sub, other than Parent’s written consent (which adoption shall occur promptly following the execution of this Agreement, and (y) adopting this Agreement as the sole stockholder filing of Corporate Sub and filing the First Certificate Articles of Merger and with the Second Certificate of MergerDepartment). This Agreement has been duly and validly executed and delivered by each of Parent and Merger SubsSub and, assuming the due authorization, execution and assuming delivery by the Company, this Agreement is constitutes a legal, valid and binding obligation of the Company, this Agreement is a valid and binding agreement of each of Parent and each of the Merger SubsSub, enforceable against each of them Parent and Merger Sub in accordance with its termsterms except, subject to in each case, as enforcement may be limited by the Enforceability Bankruptcy and Equity Exception. (b) When shares of Parent Class A Stock are issued in the Mergers, those shares will be duly authorized and issued, will be fully paid and non-assessable, and will be authorized for issuance on the NYSE.

Corporate Authority and Approval. (ai) Each of Parent and each of the Merger Subs The Company has all entity requisite corporate power and authority and has taken all corporate action necessary in order to enable it to enter into this Agreementexecute, deliver and perform its obligations hereunder and carry out the transactions contemplated by this Agreement. All corporate or other entity actions necessary to authorize each of Parent and Merger Subs to enter into under this Agreement and carry out the transactions contemplated by it have been taken and no other corporate proceedings on the part and, subject only to adoption of Parent or Merger Subs are necessary to authorize this Agreement or by the holders of a majority of the outstanding shares of Common Stock entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company Vote”) to consummate the transactions contemplated by this Agreement, other than Parent’s written consent (following the execution of this Agreement) adopting this Agreement as the sole stockholder of Corporate Sub and filing the First Certificate of Merger and the Second Certificate of Mergerother transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the Company and, assuming the authorization, execution and delivery hereof by Parent and Merger Subs, and assuming this Agreement is a valid and binding obligation of the Company, this Agreement is Sub constitutes a valid and binding agreement of each of Parent and each of the Merger Subs, Company enforceable against each of them the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the Enforceability “Bankruptcy and Equity Exception”). (bii) When shares of Parent Class A Stock are issued The Company Board has determined that the Merger is fair to, and in the Mergersbest interests of, those shares will the Company and its stockholders and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and the Company Board has approved this Agreement and the Merger and the other transactions contemplated hereby and has resolved, subject to Section 6.2, to recommend adoption of this Agreement to the holders of Common Stock (such recommendation, the “Company Recommendation”). The Company Board has directed that this Agreement be duly authorized submitted to the holders of Common Stock for their adoption. The only vote of the stockholders of the Company required to adopt this Agreement and issued, will be fully paid and non-assessable, and will be authorized for issuance on approve the NYSEtransactions contemplated hereby is the Requisite Company Vote.

Corporate Authority and Approval. (a) The board of directors of each of Parent and Merger Sub has approved this Agreement, the Merger and the other transactions contemplated hereby. No vote of holders of capital stock of Parent is necessary to adopt this Agreement and approve the Merger or the other transactions contemplated hereby. Each of Parent and each of the Merger Subs Sub has all entity requisite corporate power and authority and has taken all corporate action necessary in order to enable it execute and deliver this Agreement and the other Transaction Documents to enter into this Agreementwhich Parent or Merger Sub is a party, to perform its obligations hereunder and carry out thereunder and to consummate the transactions contemplated by this Agreementhereby (including the Merger) and thereby. All corporate or other entity actions necessary to authorize each The execution, delivery and performance of Parent and Merger Subs to enter into this Agreement and carry out each of the Transaction Documents to which Parent or Merger Sub is a party and the consummation of the transactions contemplated by it hereby and thereby have been taken duly and validly authorized by Parent or Merger Sub, as applicable, and no other corporate proceedings on the part of Parent or Merger Subs Sub are necessary to authorize this Agreement or to consummate such other Transaction Documents, or the transactions contemplated by this Agreement, other than Parent’s written consent (following the execution of this Agreement) adopting this Agreement as the sole stockholder of Corporate Sub and filing the First Certificate of Merger and the Second Certificate of Mergerhereby or thereby. This Agreement has been been, and the other Transaction Documents will be, duly and validly executed and delivered by each of Parent and Merger SubsSub and, assuming the valid authorization, execution and delivery of this Agreement and the other Transaction Documents by the other parties thereto, constitutes, and assuming this Agreement is a shall constitute, valid and binding obligation agreements of the Company, this Agreement is a valid Parent and binding agreement of Merger Sub enforceable against each of Parent and each of the Merger Subs, enforceable against each of them Sub in accordance with its their terms, subject to the Enforceability Bankruptcy and Equity Exception. (b) When shares of Parent Class A Stock are issued in the Mergers, those shares will be duly authorized and issued, will be fully paid and non-assessable, and will be authorized for issuance on the NYSE.

Corporate Authority and Approval. (a) Each of Parent and each of the Merger Subs Sub has all entity requisite corporate power and authority and has taken all corporate action necessary in order to enable it to enter into this Agreementexecute, deliver and perform its obligations hereunder and carry out the transactions contemplated by under this Agreement. All corporate or other entity actions necessary to authorize each of Parent and Merger Subs to enter into this Agreement and carry out the transactions contemplated by it have been taken and no other corporate proceedings on the part of Parent or Merger Subs are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, other than Parent’s written consent (following the execution of this Agreement) adopting this Agreement as the sole stockholder of Corporate Sub and filing the First Certificate of Merger and the Second Certificate of Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Subs, Sub and assuming this Agreement is a valid and binding obligation of the Company, this Agreement is constitutes a valid and binding agreement of each of Parent and each of the Merger Subs, Sub enforceable against each of them Parent and Merger Sub, as the case may be, in accordance with its terms, subject to the Enforceability ExceptionBankruptcy and Equity Exceptions. (b) When shares Parent’s Board has (i) unanimously (A) determined that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, Parent and its shareholders, (B) adopted this Agreement and the transactions contemplated by this Agreement and (C) approved the New Constating Documents. The foregoing resolutions have not been withdrawn or modified. (c) Pursuant to the Circular, Parent called a special meeting of the holders of Parent Class A Stock Shares for September 5, 2018 to approve certain matters contemplated by this Agreement (the “Parent Special Shareholder Meeting”), has held the Parent Special Shareholder Meeting and received such approval. (d) Xxxxxx Sub’s Board has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are issued fair to, and in the Mergersbest interests of, those shares will be duly authorized Merger Sub and issuedits sole shareholder, will be fully paid (ii) adopted this Agreement and non-assessablethe transactions contemplated by this Agreement, and will be authorized for issuance on (iii) obtained the NYSErequisite vote of approval by Xxxxxx, its sole shareholder. The foregoing resolutions have not been withdrawn or modified.

Corporate Authority and Approval. (a) Each of Parent and each of Merger Sub has the Merger Subs has all entity requisite corporate power and authority necessary to enable it to enter into execute and deliver this Agreement, perform its obligations hereunder to consummate the Merger and carry out the transactions contemplated by other Transactions and to comply with the provisions of this Agreement, subject, in the case of the consummation of the Merger, to the adoption of this Agreement by Geneve Corporation, as the sole stockholder of Merger Sub (which such adoption shall occur immediately following the execution of this Agreement). All corporate or other entity actions necessary to authorize The execution and delivery of this Agreement by each of Parent and Merger Subs to enter into this Agreement Sub, the consummation by Parent and carry out Merger Sub of the transactions contemplated Merger and the other Transactions and the performance by it each of Parent and Merger Sub of its obligations hereunder have been taken duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Subs Sub are necessary to authorize this Agreement or to consummate the transactions contemplated by execution and delivery of this Agreement, the consummation by Parent and Merger Sub of the Merger and the other than Parent’s written consent (following Transactions or the execution performance by Parent and Merger Sub of their respective obligations hereunder, subject, in the case of the consummation of the Merger, to the adoption of this Agreement) adopting this Agreement by Geneve Corporation, as the sole stockholder of Corporate Sub and filing the First Certificate of Merger and the Second Certificate of MergerSub. This Agreement has been duly executed and delivered by each of Parent and Merger SubsSub, as applicable, and, assuming the due execution and assuming delivery of this Agreement is by the Company, constitutes a valid and binding obligation of the Company, this Agreement is a valid and binding agreement of each of Parent and each of the Merger SubsSub, as applicable, enforceable against each of them Parent and Merger Sub, as applicable, in accordance with its terms, subject to the Enforceability Bankruptcy and Equity Exception. (b) When shares of Parent Class A Stock are issued in the Mergers, those shares will be duly authorized and issued, will be fully paid and non-assessable, and will be authorized for issuance on the NYSE.