Common use of Corporate Authority and Approval Clause in Contracts

Corporate Authority and Approval. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement, to consummate the Merger and the 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). The execution and delivery of this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger and the other Transactions and the performance by each of Parent and Merger Sub of its obligations hereunder have been 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 Sub are necessary to authorize the execution and delivery of this Agreement, the consummation by Parent and Merger Sub of the Merger and the other Transactions or the 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 by Geneve Corporation, as the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, as applicable, and, assuming the due execution and delivery of this Agreement by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, as applicable, enforceable against Parent and Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Corporate Authority and Approval. Each of Parent and Merger Sub has the all requisite corporate power and authority to execute enter into and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Merger and the 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)transactions contemplated herein. The execution and delivery of this Agreement by each of Parent and Merger Sub, Sub and the consummation by Parent and Merger Sub of the Merger and the other Transactions and the performance by each of Parent and Merger Sub of its obligations hereunder transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of each of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement, Agreement and the consummation by Parent and Merger Sub of the Merger and the other Transactions or the performance by Parent and Merger Sub of their respective obligations hereundertransactions contemplated herein, subject, in the case of the consummation of the Merger, to (a) the adoption of this Agreement by Geneve CorporationParent, as the sole stockholder shareholder of Merger Sub, which approval shall be obtained immediately following execution of this Agreement, and (b) the filing of the Articles of Merger with the Secretary of State of the State of North Carolina. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, as applicable, and, assuming the due execution and delivery of this Agreement by the Company, constitutes a valid and binding obligation enforceable against each of Parent and Merger Sub, as applicable, enforceable against Parent and Merger Sub, as applicable, Sub in accordance with its terms, subject except that the enforcement hereof may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to the Bankruptcy creditors’ rights generally and Equity Exception(y) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Corporate Authority and Approval. Each The board of Parent directors of the Company has approved this Agreement, the Merger and the other transactions contemplated hereby. The affirmative vote of the holders of a majority of the outstanding Common Shares and the holders of a majority of the outstanding Preferred Shares voting together as a single class is the only vote or consent of the holders of any Equity Interests necessary to adopt this Agreement and approve the Merger Sub and the other transactions contemplated hereby (the “Company Requisite Vote”). The Company has the all requisite corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the Merger transactions contemplated hereby (including the Merger). The execution, delivery and the other Transactions and to comply with the provisions performance of this Agreement, subject, in Agreement and each of the case of Transaction Documents to which the Company is a party and the consummation of the Mergertransactions contemplated hereby and thereby have been duly and validly authorized by the Company, and no other proceedings on the part of the Company are necessary to the adoption of authorize this Agreement or such other Transaction Documents to which the Company is a party, or the transactions contemplated hereby or thereby. This Agreement has been, and the other Transaction Documents will be, duly and validly executed and delivered by Geneve Corporationthe Company and, as assuming the sole stockholder of Merger Sub (which such adoption shall occur immediately following the execution of this Agreement). The valid authorization, execution and delivery of this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger and the other Transactions and the performance Transaction Documents by each of Parent and Merger Sub of its obligations hereunder have been 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 Sub are necessary to authorize the execution and delivery of this Agreement, the consummation by Parent and Merger Sub of the Merger and the other Transactions parties thereto, constitutes, or the performance by Parent and Merger Sub of their respective obligations hereundershall constitute, 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. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, as applicable, and, assuming the due execution and delivery of this Agreement by the Company, constitutes a valid and binding obligation agreements of Parent and Merger Sub, as applicable, the Company enforceable against Parent and Merger Sub, as applicable, the Company in accordance with its their terms, subject to the Bankruptcy and Equity Exception.

Corporate Authority and Approval. Each of the Parent and Merger Sub Parties has the requisite corporate organizational power and authority to execute enter into and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Merger and the 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)transactions contemplated herein. The execution and delivery of this Agreement by each of the Parent Parties and Merger Sub, the consummation by the Parent and Merger Sub Parties of the Merger and the other Transactions and the performance by each of Parent and Merger Sub of its obligations hereunder transactions contemplated herein have been duly and validly authorized by all necessary corporate the boards of directors of each of the Parent Parties, and no other action on the part of the Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are Parties is necessary to authorize this Agreement or to consummate the execution and delivery of this Agreement, the consummation by Parent and Merger Sub of the Merger and the other Transactions or the performance by Parent and Merger Sub of their respective obligations hereundertransactions contemplated herein, subject, in the case of the consummation of the Merger, to the adoption filing of this Agreement by Geneve Corporation, as the sole stockholder Certificate of Merger SubMerger. This Agreement has been duly and validly executed and delivered by each of the Parent and Merger Sub, as applicable, Parties and, assuming the due and valid authorization, execution and delivery of this Agreement hereof by the Company, constitutes a is the valid and binding obligation of the Parent and Merger Sub, as applicableParties, enforceable against each of the Parent and Merger Sub, as applicable, Parties in accordance with its terms, subject except that the enforcement hereof may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to the Bankruptcy creditors’ rights generally and Equity Exception(y) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Corporate Authority and Approval. Each of Parent and Merger Sub has the all requisite corporate or similar power and authority to execute enter into and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Merger and the 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)transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by each the boards of directors of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger and the other Transactions and the performance by each of Parent and Merger Sub of its obligations hereunder have been duly authorized by all necessary corporate action on the part of Parent and Merger Suband, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement, Agreement and the consummation by Parent and Merger Sub of the Merger and the other Transactions or the performance by Parent and Merger Sub of their respective obligations hereundertransactions contemplated herein, subject, in the case of the consummation of the Merger, to (a) the adoption approval of this Agreement by Geneve CorporationParent, as the sole stockholder of Merger Sub, and (b) the filing of the Articles of Merger with the Secretary of State of the State of Oregon and the Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, as applicable, and, assuming the due execution and delivery of this Agreement by the Company, constitutes a valid and binding obligation enforceable against each of Parent and Merger Sub, as applicable, enforceable against Parent and Merger Sub, as applicable, Sub in accordance with its terms, subject except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to the Bankruptcy creditors’ rights generally and Equity Exception(ii) general principles of equity (regardless of whether enforceability is considered in an Action in equity or at law).