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 the Stock Option Agreement and to consummate, subject only to approval of the Merger by the holders of at least two-thirds of the outstanding Shares (the "Company Requisite Vote"), the Merger. This Agreement and the Stock Option Agreement are valid and binding agreements of the Company enforceable against the Company in accordance with their respective 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 (A) has approved this Agreement, the Stock Option Agreement and the Merger and the other transactions contemplated hereby and thereby, (B) has declared that the Merger and the other transactions contemplated by this Agreement are advisable and (C) has received the opinions of each of its financial advisors, Goldman, Sachs & Co. and BT Xxxx. Brxxx Xncorporated, to the xxxxxt that, as of the dates of such opinions, the Exchange Ratio is fair from a financial point of view to the holders of Shares.

Corporate Authority; Approval and Fairness. (ia) 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, subject only to approval of the Merger by the holders of at least two-thirds a majority of the outstanding Shares (the "Company Requisite Vote"), to consummate the Merger. This Agreement and the Stock Option Agreement are is a valid and binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, subject to except as enforceability may be limited or affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance and other similar laws of general applicability relating to and equitable principles now or hereafter in effect and affecting creditors' the rights and to general equity principles (the "Bankruptcy and Equity Exception")remedies of creditors generally. (iib) The board Board of directors Directors of the Company (Aat a meeting duly called and held) by unanimous vote (i) has approved this Agreement, the Stock Option Agreement and the Merger and the other transactions contemplated hereby and thereby, (Bii) has declared that resolved to submit the Merger and the other transactions contemplated by this Agreement are advisable to, and (C) recommend approval thereof by, the stockholders of the Company. The Board of Directors of the Company has received the opinions of each opinion of its financial advisors, Goldman, Sachs & Co. and BT Xxxx. Brxxx Xncorporatedadvisor SunTrust Equitable Securities, to the xxxxxt effect that, as of the dates date of such opinionsopinion, the Exchange Ratio is fair from a financial point of view to the holders of Shares.

Corporate Authority; Approval and Fairness. (ia) 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 consummateAgreement, subject only to approval of the Merger by the holders of at least two-thirds a majority of the outstanding Shares (the "Company Requisite Vote"), to consummate the Merger. This Agreement and the Stock Option Agreement are is a valid and binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, subject to except as enforceability may be limited or affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance and other similar laws of general applicability relating to and equitable principles now or hereafter in effect and affecting creditors' the rights and to general equity principles (the "Bankruptcy and Equity Exception")remedies of creditors generally. (iib) The board Board of directors Directors of the Company Company, at a meeting duly called and held, by unanimous vote of all members present and constituting a quorum (Ai) has approved approved, adopted and declared advisable this Agreement, the Stock Option Agreement and the Merger and the other transactions contemplated hereby and thereby, (Bii) has declared that resolved to submit the Merger and the other transactions contemplated by this Agreement are advisable Agreement, and (C) recommend approval thereof by, the stockholders of the Company. The Board of Directors of the Company has received the opinions of each opinion of its financial advisors, Goldman, Sachs & Co. and BT Xxxx. Brxxx Xncorporatedadvisor SG Cxxxx Xxxurities Corporation, to the xxxxxt effect that, as of the dates date of such opinionsopinion, the Exchange Ratio Merger Consideration is fair from a financial point of view to the holders of Shares.

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, subject only to approval of the Merger this Agreement by the holders of at least two-thirds a majority of the outstanding Shares (the "Company Requisite Vote"), the MergerMerger and the other transactions contemplated hereby and thereby. This Agreement and the Stock Option Agreement are valid and binding agreements of the Company enforceable against the Company in accordance with their respective 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 approved this Agreement, Agreement and the Stock Option Agreement and the Merger and the other transactions contemplated hereby and thereby, thereby and (B) has declared that the Merger and the other transactions contemplated by this Agreement are advisable and (C) has received the opinions of each opinion, dated the date hereof, of its financial advisors, Goldman, Sachs & Co. and BT Xxxx. Brxxx XncorporatedXxxxxx Brothers Inc., to the xxxxxt that, as effect that the consideration to be received by the holders of the dates of such opinions, Shares in the Exchange Ratio Merger is fair to such holders from a financial point of view view. It is agreed and understood by Parent that such opinion is for the sole benefit of the Board of Directors of the Company and is not to the holders of Sharesbe relied on by Parent or its stockholders.

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 Stock Option Agreement and to consummateMerger, subject only to approval (A) adoption of the Merger this Agreement by the holders of at least two-thirds a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the "“Company Requisite Vote"”) and (B) the Special Stockholder Approval provided for in Section 7.1(a), the Merger. This Agreement has been duly executed and delivered by the Stock Option Agreement are Company and constitutes a valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective 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 On or prior to the date hereof, the Board of directors Directors of the Company Company, acting upon the unanimous recommendation of the Special Committee, has (A) has approved determined that this Agreement, the Stock Option Agreement Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders (excluding the SKM Funds), (B) approved and declared advisable this Agreement, the Merger and the other transactions contemplated hereby and thereby, (B) has declared that the Merger and the other transactions contemplated by this Agreement are advisable and (C) has received the opinions of each of its financial advisorsresolved, Goldman, Sachs & Co. and BT Xxxx. Brxxx Xncorporatedsubject to Section 6.2, to recommend that the xxxxxt that, as holders of the dates of Shares adopt this Agreement (such opinionsrecommendation, the Exchange Ratio is fair from a financial point of view “Company Recommendation”), and directed that this Agreement be submitted to the holders of SharesShares 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, subject only to approval of the Merger by the holders of at least two-thirds a majority of the outstanding Common Shares entitled to vote on the matter (the "Company Requisite VoteCOMPANY REQUISITE VOTE"), the Merger. This Agreement and the Stock Option Agreement are is a valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective 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 ExceptionBANKRUPTCY AND EQUITY EXCEPTION"). (ii) The board Board of directors Directors of the Company (A) has duly adopted the plan of merger set forth herein and approved this Agreement, the Stock Option Agreement and the Merger and the other transactions contemplated hereby and therebyhereby, (B) has declared that the Merger and this Agreement and the other transactions contemplated by this Agreement hereby are advisable and in the best interests of the Company and its stockholders, and (C) has received the opinions of each of its financial advisors, Goldman, Sachs & Co. and BT Xxxx. Brxxx Xncorporated, to the xxxxxt that, as of the dates of such opinions, the Exchange Ratio is fair from a financial point of view to the holders of SharesFairness Opinion.