Common use of Corporate Authority; Approval and Fairness Clause in Contracts

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, subject only to adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares (the “Company Requisite Vote”). This Agreement is a valid and binding agreement of the Company enforceable against 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 “Bankruptcy and Equity Exception”). (ii) The Board of Directors of the Company has unanimously adopted resolutions (a) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated hereby (the “Board Approval”) and (b) recommending that the holders of Shares adopt this Agreement (the “Board Recommendation”). The Board of Directors of the Company has received the opinion of its financial advisors, Xxxxxxx Xxxxx & Associates, to the effect that the Merger Consideration to be received by the holders of the Shares (other than Excluded Shares) in the Merger is fair to such holders from a financial point of view.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreementconsummate, subject only to adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares (the “"Company Requisite Vote”"), the Merger. This Agreement is a valid and binding agreement of the Company enforceable against 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 “"Bankruptcy and Equity Exception”"). (ii) The Board Based upon the recommendation of Directors the Special Committee of the board of directors of the Company (the "Special Committee") appointed by the board of directors of the Company in connection with the Merger, the board of directors of the Company has unanimously adopted resolutions (a) approving approved this Agreement and declaring advisable this Agreement, the Merger and the other transactions contemplated hereby (the “Board Approval”) and (b) recommending that the holders of Shares adopt this Agreement (the “Board Recommendation”)hereby. The Special Committee and the Board of Directors of the Company has have received the opinion of its the Special Committee's financial advisors, Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxx & AssociatesXxxxxxxx Securities Corporation, to the effect that the Merger Consideration consideration to be received by the holders of the Shares (other than Excluded Shares) in the Merger is fair to such holders (other than Parent and its Affiliates (as defined in Rule 12b-2 under the Exchange Act)) from a financial point of view. It is agreed and understood that such opinion is for the benefit of the Special Committee and the Company's Board of Directors and may not be relied on by Parent or Merger Sub.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate the transactions contemplated by this Agreementconsummate, subject only to adoption approval of this Agreement by the affirmative vote of the holders of a majority two-thirds of the outstanding Company Shares (the “"Company Requisite Vote”)") and the Company Required Consents, the Merger. This Each of this Agreement and the Stock Option Agree ment has been duly executed and delivered by the Company and is a valid and binding agreement of the Company enforceable against 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 “"Bankruptcy and Equity Exception”"). (ii) . The Board board of Directors directors of the Company (A) has unanimously adopted resolutions (a) approving this Agreement and declaring advisable this Agreement, approved the Merger and the other transactions contemplated hereby hereby, (B) has approved the “Board Approval”) execution and delivery of the Stock Option Agreement and (bC) recommending that the holders of Shares adopt this Agreement (the “Board Recommendation”). The Board of Directors of the Company has received the opinion of its financial advisors, Xxxxxxx Xxxxx & AssociatesXxxxxx Inc., in a customary form and to the effect that the Merger Consideration to be received by the holders of the Company Shares (other than Excluded Shares) in the Merger is fair to such holders from a financial point of view.

Corporate Authority; Approval and Fairness. (i) The Company Seller and each Target Entity has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, subject only to adoption of this Agreement by Transaction in accordance with the affirmative vote of the holders of a majority of the outstanding Shares (the “Company Requisite Vote”)terms hereof. This Agreement is has been duly executed and delivered by the Seller and each Target Entity and constitutes a valid and binding agreement of the Company Seller and each Target Entity enforceable against the Company such entity in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). (ii) The Board board of Directors directors of the Company Seller has unanimously adopted resolutions (a) approving determined that the Transaction is fair to, and declaring in the best interests of, the Seller and its shareholders, approved and declared advisable this Agreement, the Merger Agreement and the other transactions contemplated hereby Transaction and resolved to recommend approval of this Agreement to its shareholders (the “Board Approval”) and (b) recommending that the holders of Shares adopt this Agreement (the “Board Seller Recommendation”). The Board , and (B) the board of Directors directors of the Company has received the opinion of its financial advisors, Xxxxxxx Xxxxx & Associates, Seller directed that this Agreement be submitted to the effect that the Merger Consideration to be received by the holders shareholders of the Shares Seller for their approval. (iii) Upon receipt of the requisite approval of the shareholders of the Seller or other than Excluded Shares) in comparable approval under the Merger is fair to such holders from a financial point Laws of viewthe Cayman Islands, the Transactions contemplated hereby will be duly authorized by all required actions of the Seller and each Target Entity.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this AgreementMerger, subject only to adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for the purpose (the “Company Requisite Vote”). This Agreement is a valid and binding agreement of the Company enforceable against 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 “Bankruptcy and Equity Exception”). (ii) The Board of Directors of the Company has unanimously adopted resolutions (aA) approving and declaring advisable this Agreement, declared that the Merger and the other transactions contemplated hereby are advisable and has adopted this Agreement; (the “Board Approval”B) and (b) recommending that the holders of Shares adopt this Agreement (the “Board Recommendation”). The Board of Directors of the Company has received the opinion opinions of its financial advisors, Xxxxxxx Xxxxx Credit Suisse First Boston Inc. and Mxxxxx Sxxxxxx & Associates, Co. Incorporated to the effect that the Per Share Merger Consideration Consideration, together with the Special Dividend, is fair from a financial point of view to be received by the holders of the Shares (other than Excluded Shares); (C) in resolved to recommend adoption of this Agreement to the Merger is fair holders of Shares (such recommendations being the “Directors’ Recommendation”); and (D) directed that this Agreement be submitted to such the holders from a financial point of viewShares for their adoption.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this AgreementMerger, subject only to adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for the purpose (the “Company Requisite Vote”). This Agreement is a valid and binding agreement of the Company enforceable against 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 “Bankruptcy and Equity Exception”). (ii) The Board of Directors of the Company has unanimously adopted resolutions (aA) approving and declaring advisable this Agreement, declared that the Merger and the other transactions contemplated hereby are advisable and has adopted this Agreement; (the “Board Approval”B) and (b) recommending that the holders of Shares adopt this Agreement (the “Board Recommendation”). The Board of Directors of the Company has received the opinion opinions of its financial advisors, Credit Suisse First Boston Inc. and Xxxxxx Xxxxxxx Xxxxx & Associates, Co. Incorporated to the effect that the Per Share Merger Consideration Consideration, together with the Special Dividend, is fair from a financial point of view to be received by the holders of the Shares (other than Excluded Shares); (C) in resolved to recommend adoption of this Agreement to the Merger is fair holders of Shares (such recommendations being the “Directors’ Recommendation”); and (D) directed that this Agreement be submitted to such the holders from a financial point of viewShares for their adoption.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate the transactions contemplated by this Agreementconsummate, subject only to adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares (the “"Company Requisite Vote”"), the Merger. This Agreement is a valid and binding agreement of the Company enforceable against 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 “"Bankruptcy and Equity Exception”"). (ii) The Board board of Directors directors of the Company (A) has unanimously adopted resolutions (a) approving approved this Agreement and declaring advisable this Agreement, the Stock Option Agreement and the Merger and the other transactions contemplated hereby and thereby (B) has declared that this Agreement and the “Board Approval”) Stock Option Agreement and (b) recommending that the Merger and the other transactions contemplated hereby and thereby, taken as a whole, are fair to, advisable and in the best interests of the holders of Shares adopt this Agreement and (the “Board Recommendation”). The Board of Directors of the Company C) has received the opinion of its financial advisors, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx & AssociatesIncorporated, to the effect that the Merger Consideration consideration to be received by the holders of the Shares (other than Excluded Shares) in the Merger is fair to such holders from a financial point of viewview to such holders (other than Parent and its "Affiliates" (as defined in Rule 12b-2 under the Exchange Act)).

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate the transactions contemplated by this Agreementconsummate, subject only to adoption approval of this Agreement by the affirmative vote of the holders of a majority two-thirds of the outstanding Company Shares (the “"Company Requisite Vote”)") and the Company Required Consents, the Merger. This Each of this Agreement and the Stock Option Agree ment has been duly executed and delivered by the Company and is a valid and binding agreement of the Company enforceable against 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 “"Bankruptcy and Equity Exception”"). (ii) . The Board board of Directors directors of the Company (A) has unanimously adopted resolutions (a) approving this Agreement and declaring advisable this Agreement, approved the Merger and the other transactions contemplated hereby hereby, (B) has approved the “Board Approval”) execution and delivery of the Stock Option Agreement and (bC) recommending that the holders of Shares adopt this Agreement (the “Board Recommendation”). The Board of Directors of the Company has received the opinion of its financial advisors, Xxxxxxx Xxxxx & AssociatesSalomon Smith Barney Inc., xx x xxxxxxxxy xxxx and to the effect that the Merger Consideration to be received by the holders of the Company Shares (other than Excluded Shares) in the Merger is fair to such holders from a financial point of view.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreementconsummate, subject only to adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares (the “Company Requisite Vote”"COMPANY REQUISITE VOTE"), the Merger. This Agreement is a valid and binding agreement of the Company enforceable against 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 “Bankruptcy and Equity Exception”"BANKRUPTCY AND EQUITY EXCEPTION"). (ii) The Board board of Directors directors of the Company (A) has unanimously adopted resolutions (a) approving the plan of merger set forth herein and declaring advisable approved this Agreement, the Merger Agreement and the other transactions contemplated hereby (the “Board Approval”) and (bB) recommending that the holders of Shares adopt this Agreement (the “Board Recommendation”). The Board of Directors of the Company has received the opinion of its financial advisors, Xxxxxxx Xxxxx & AssociatesJ.P. Morgan Securities Inc., to the effect that the Merger Consideration to consxxxxxxxxx xo be received by the holders of the Shares (other than Excluded Shares) in the Merger is fair to such holders from a financial point of view, a copy of which opinion has been delivered to Parent. It is agreed and understood that such opinion is for the benefit of the Company's board of directors and may not be relied on by Parent or Merger Sub.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate the transactions contemplated by this Agreementconsummate, subject only to adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares (the “"Company Requisite Vote”"), the Merger. This Agreement is a valid and binding agreement of the Company enforceable against 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 “"Bankruptcy and Equity Exception”"). (ii) The Board board of Directors directors of the Company (A) has unanimously adopted resolutions (a) approving approved this Agreement and declaring advisable this Agreement, the Stock Option Agreement and the Merger and the other transactions contemplated hereby and thereby (B) has declared that this Agreement and the “Board Approval”) Stock Option Agreement and (b) recommending that the Merger and the other transactions contemplated EXECUTION COPY hereby and thereby, taken as a whole, are fair to, advisable and in the best interests of the holders of Shares adopt this Agreement and (the “Board Recommendation”). The Board of Directors of the Company C) has received the opinion of its financial advisors, Xxxxxxx Xxxxx Merrill Lynch, Pierce, Fenner & AssociatesSmith Incorporated, to the effect that the Merger Consideration to be received txxx xxx consideration tx xx xecexxxx by the holders of the Shares (other than Excluded Shares) in the Merger is fair to such holders from a financial point of viewview to such holders (other than Parent and its "Affiliates" (as defined in Rule 12b-2 under the Exchange Act)).

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreementconsummate, subject only to adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company Shares (the “"Company Requisite Vote”"), the Merger. This Agreement has been duly executed and delivered by the Company and is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles (the “"Bankruptcy and Equity Exception”). (ii) The Board of Directors of the Company has unanimously adopted resolutions (a) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated hereby (the “Board Approval”) and (b) recommending that the holders of Shares adopt this Agreement (the “Board Recommendation”"). The Board of Directors of the Company (A) has unanimously adopted this Agreement and approved the Merger and the other transactions contemplated hereby and resolved to recommend the approval of this Agreement by the holders of Company Common Shares by the Company Requisite Vote (the "Company Recommendation"), (B) has received the opinion opinions of its financial advisors, Xxxxxxx Xxxxx Citigroup Global Markets Inc. and Goldman, Sachs & AssociatesCo. each, dated as of the date of this Agrxxxxxx, to the effect that the Merger Consideration to be received by the holders that, as of the Shares (other than Excluded Shares) in date of this Agreement, the Merger Exchange Ratio is fair to such holders fair, from a financial point of view, to the holders of Company Shares and (C) directed that this Agreement be submitted to the holders of Company Shares for their approval.

Corporate Authority; Approval and Fairness. (i) The Company West has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this AgreementMerger, subject only to the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for the purpose (the “Company West Requisite Vote”). This Agreement is a valid and binding agreement of the Company West enforceable against the Company West 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 “Bankruptcy and Equity Exception”). (ii) The Board of Directors of the Company West has unanimously adopted resolutions (aA) approving and declaring advisable this Agreement, declared that the Merger and the other transactions contemplated hereby are advisable and has adopted this Agreement; (the “Board Approval”B) and (b) recommending that the holders of Shares adopt this Agreement (the “Board Recommendation”). The Board of Directors of the Company has received the an opinion of its financial advisors, Xxxxxxx Xxxxx Xxxxxxxxx & AssociatesCo., LLC, to the effect that the Per Class B Share Merger Consideration is fair from a financial point of view to be received by the holders of the Shares (other than Excluded Shares), which opinion has not been amended or rescinded as of the date of this Agreement; (C) in resolved to recommend adoption of this Agreement to the Merger is fair holders of Shares (such recommendations being the “Directors’ Recommendation”); and (D) directed that this Agreement be submitted to such the holders from a financial point of viewShares for their adoption.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this AgreementMerger, subject only to adoption approval of this Agreement the Merger by the affirmative vote of the holders of at least a majority of the outstanding Shares (the “Company Requisite Vote”"COMPANY COMMON STOCK REQUISITE VOTE"). This Agreement is a valid and binding agreement of the Company enforceable against 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 “Bankruptcy and Equity Exception”"BANKRUPTCY AND EQUITY EXCEPTION"). (ii) The Board board of Directors directors of the Company (A) has unanimously adopted resolutions (a) approving and declaring advisable this declared that the Agreement, the Merger and the other transactions contemplated hereby and thereby are advisable and in the best interests of the Company, (B) has authorized, approved and adopted in all respects the “Board Approval”) Agreement, the Merger and the other transactions contemplated hereby and thereby, and (bC) recommending that the holders of Shares adopt this Agreement (the “Board Recommendation”). The Board of Directors of the Company has received the opinion of its financial advisors, Xxxxxxx Xxxxx Morgxx Xxxxxx & AssociatesXompany, Inc. ("MORGXX XXXXXX"), to the effect that the Merger Consideration consideration to be received by the holders of the Shares (other than Excluded Shares) in the Merger is fair to such holders from a financial point of viewview to such holders.

Corporate Authority; Approval and Fairness. (i) The Company West has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this AgreementMerger, subject only to the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote on such matter at a shareholders' meeting duly called and held for the purpose (the “Company "West Requisite Vote”"). This Agreement is a valid and binding agreement of the Company West enforceable against the Company West 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 “"Bankruptcy and Equity Exception”"). (ii) The Board of Directors of the Company West has unanimously adopted resolutions (aA) approving and declaring advisable this Agreement, declared that the Merger and the other transactions contemplated hereby are advisable and has adopted this Agreement; (the “Board Approval”B) and (b) recommending that the holders of Shares adopt this Agreement (the “Board Recommendation”). The Board of Directors of the Company has received the an opinion of its financial advisors, Xxxxxxx Xxxxx Xxxxxxxxx & AssociatesCo., LLC, to the effect that the Per Class B Share Merger Consideration is fair from a financial point of view to be received by the holders of the Shares (other than Excluded Shares), which opinion has not been amended or rescinded as of the date of this Agreement; (C) in resolved to recommend adoption of this Agreement to the Merger is fair holders of Shares (such recommendations being the "Directors' Recommendation"); and (D) directed that this Agreement be submitted to such the holders from a financial point of viewShares for their adoption.