Common use of Corporate Authority and Approval Clause in Contracts

Corporate Authority and Approval. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of and performance by the Company under this Agreement and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, no other corporate action on the part of the Company is necessary to authorize the execution and delivery of and performance by the Company under this Agreement and the consummation by the Company of the Transactions. The Company Board, at a meeting duly called and held, unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the Transactions, (ii) declaring that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement and consummate the Transactions on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the terms of the Offer and Merger are fair to the Company and the Company’s stockholders and (iv) recommending that the stockholders of the Company accept the Offer and tender their shares of Common Stock to Merger Sub in the Offer, which resolutions have not been rescinded, modified or withdrawn in any way other than a rescission, modification or withdrawal made after the date hereof and prior to the Offer Closing in accordance with Section 5.4. Except as provided in this Section 3.3(a), no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Transactions (other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware).

Corporate Authority and Approval. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, assuming and the transactions contemplated by this Statutory Merger Agreement are consummated in accordance with Section 251(h) of and subject to obtaining the DGCL, to perform its obligations hereunder and Requisite Company Vote to consummate the TransactionsMerger. The execution and delivery of and performance this Agreement by the Company under this Agreement and the consummation by the Company of the Transactions Merger have been duly and validly authorized by all necessary corporate action on action, subject to the part adoption of the Agreement and the Statutory Merger Agreement by the Company’s shareholders if required by applicable Law. The board of directors of the Company and, assuming (the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, no other corporate action on the part of the Company is necessary to authorize the execution and delivery of and performance by the Company under this Agreement and the consummation by the Company of the Transactions. The “Company Board”), at a meeting meetings duly called and held, unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Statutory Merger Agreement and the TransactionsMerger, (ii) declaring that it is in the best interests of the stockholders shareholders of the Company that the Company enter into this Agreement, the Statutory Merger Agreement and consummate the Transactions Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring directing that the terms adoption of this Agreement and the Statutory Merger Agreement be submitted as promptly as practicable to a vote at a meeting of the Offer and Merger are fair to shareholders of the Company and the Company’s stockholders and (iv) recommending that the stockholders shareholders of the Company accept adopt this Agreement, the Offer and tender their shares of Common Stock to Statutory Merger Sub in the Offer, Agreement which resolutions have not been rescinded, modified or withdrawn in any way other than a rescission, modification or withdrawal made after the date hereof and prior to the Offer Closing in accordance with Section 5.4way. Except as provided in this Section 3.3(a), no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Transactions Merger (other than the filing of the Certificate of Merger with the Secretary of State of the State of DelawareRegistrar).

Corporate Authority and Approval. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, assuming and subject to obtaining the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, to perform its obligations hereunder and Requisite Company Vote to consummate the TransactionsMerger. The execution and delivery of and performance this Agreement by the Company under this Agreement and the consummation by the Company of the Transactions Merger have been duly and validly authorized by all necessary corporate action on action, subject to the part adoption of the Company and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, no other corporate action on the part of the Company is necessary to authorize the execution and delivery of and performance by the Company under this Agreement and the consummation Shareholders by the Requisite Company of the TransactionsVote. The Company Board, at a meeting duly called and heldheld prior to the date of this Agreement at which a quorum of directors of the Company was present, unanimously adopted resolutions by majority vote of the directors present (i) approving and declaring advisable the execution and delivery of this Agreement and by the TransactionsCompany, (ii) declaring that it is in the best interests of the stockholders of the Company Shareholders that the Company enter into this Agreement and consummate the Transactions Merger in accordance with the OGCL on the terms and subject to the conditions set forth in this Agreement, (iii) declaring directing that the terms adoption of this Agreement be submitted as promptly as practicable to a vote at a meeting of the Offer and Merger are fair to the Company and the Company’s stockholders Shareholders and (iv) recommending that the stockholders of the Company accept the Offer and tender their shares of Common Stock to Merger Sub in the OfferShareholders adopt this Agreement, which resolutions have not been amended, rescinded, modified or withdrawn in any way other than a rescission, modification or withdrawal made after the date hereof and prior to the Offer Closing in accordance with Section 5.4way. Except as provided in this Section 3.3(a), no other corporate proceedings or actions on the part of the Company are necessary under the OGCL to authorize the execution and delivery of this Agreement or to consummate the Transactions Merger (other than the adoption of the Agreement by the Company Shareholders by the Requisite Company Vote and the filing of the Certificate of Merger with the Secretary of State of the State of DelawareOhio).