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, subject (if required by law) only to approval of this Agreement by the holders of a majority of the outstanding Shares (the "Company Requisite Vote"), the Merger. Assuming due execution and delivery by Parent and Merger Sub, this Agreement is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy laws or creditors' rights generally or by general principles of equity. (ii) The Board of Directors of the Company has unanimously approved this Agreement and the Merger and the other transactions contemplated hereby including, without limitation, the Offer and the assumption referred to in Section 6.8(c), has received and reviewed the Fairness Opinion and duly taken all other actions described in Sections 1.2(a), 5.1(j) and 5.1(p).

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 consummateconsummate the Merger, subject (if required by law) only to approval of this Agreement by the holders of a majority of the outstanding Shares (the "Company Requisite Vote"), the Merger. ---------------------- Assuming due execution and delivery by Parent and Merger Sub, this Agreement is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy laws or creditors' rights generally or by general principles of equity. (ii) The Company's Board of Directors of the Company has unanimously approved this Agreement and the Merger and the other transactions contemplated hereby including, without limitation, the Offer and the assumption referred to in Section 6.8(c)Offer, has received and reviewed the Fairness Opinion and duly taken all other actions described in Sections 1.2(a), 5.1(j) and 5.1(p5.1(j).

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 consummateconsummate the Merger, subject (if required by law) only to approval of this Agreement by the holders of a majority of the outstanding Shares (the "Company Requisite Vote"), the Merger. Assuming due execution and ---------------------- delivery by Parent and Merger Sub, this Agreement is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy laws or creditors' rights generally or by general principles of equity. (ii) The Company's Board of Directors has by unanimous vote of the Company has unanimously directors present at such meeting approved this Agreement and the Merger and the other transactions contemplated hereby including, without limitation, the Offer and the assumption referred to in Section 6.8(c)Offer, has received and reviewed the Fairness Opinion and duly taken all other actions described in Sections 1.2(a), 5.1(j) and 5.1(p5.1(j).

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 consummateconsummate the Merger, subject (if required by law) only to approval of this Agreement by the holders of a majority two-thirds 2/3 of the outstanding Shares (the "Company Requisite Vote"), the Merger. Assuming due execution and delivery by the Parent and Merger Subthe Purchaser, this Agreement is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy laws or creditors' rights generally or by general principles of equity. (ii) The Company's Board of Directors of the Company has unanimously approved this Agreement and the Merger and the other transactions contemplated hereby including, without limitation, the Offer and the assumption referred to in Section 6.8(c)hereby, has received and reviewed the Fairness Opinion and duly taken all other actions described in Sections 1.2(a), 1.1 and 5.1(j) and 5.1(p).

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, subject (if required by law) only to approval of this Agreement by the holders of a majority of the outstanding Shares (the "Company Requisite VoteCOMPANY REQUISITE VOTE"), the Merger. Assuming due execution and delivery by Parent and Merger Sub, this Agreement is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy laws or creditors' rights generally or by general principles of equity. (ii) The Board of Directors of the Company has unanimously approved this Agreement and the Merger and the other transactions contemplated hereby including, without limitation, the Offer and the assumption referred to in Section 6.8(c), has received and reviewed the Fairness Opinion and duly taken all other actions described in Sections 1.2(a), 5.1(j) and 5.1(p).