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, subject only to adoption of this Agreement by the holders of Shares carrying a majority of the votes entitled to be cast by holders of the outstanding Shares (the “Company Requisite Vote”) at a stockholders’ meeting duly called and held for such purpose, perform its obligations under this Agreement and consummate the Merger. This Agreement has been duly executed and delivered by the Company and constitutes 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 (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company and its stockholders, approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and resolved to recommend adoption of this Agreement to the holders of Shares (the “Company Recommendation”), (B) directed that this Agreement be submitted to the holders of Shares for their adoption and (C) received the opinion of its financial advisor, Credit Suisse Securities (USA) LLC, to the effect that, as of the date of such opinion, the Per Share Merger Consideration to be received by the holders of the Shares (other than Parent and its Subsidiaries and other than any holder that is a party to a Voting Agreement) in the Merger is fair from a financial point of view to such holders. The board of directors of the Company has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby.

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, and perform its obligations under this Agreement subject only to adoption approval of this Agreement the Merger by the holders of Shares carrying a majority of the votes outstanding Shares entitled to be cast by holders of the outstanding Shares (the “Company Requisite Vote”) vote on such matter at a stockholders’ meeting duly called and held for such purposepurpose (the “Requisite Company Vote”), perform its obligations under this Agreement and to consummate the Merger. This Agreement has been duly executed and delivered by the Company and constitutes 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 (A) unanimously determined that the Merger is fair to, and in the best interests of, of the Company and its stockholders, approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and resolved to recommend adoption approval of this Agreement the Merger to the holders of Shares (the “Company Recommendation”), (B) directed that this Agreement the Merger be submitted to the holders of Shares for their adoption approval and (C) received the opinion of its financial advisor, Credit Suisse Securities (USA) LLC, to the effect thatthat the Merger Consideration is fair, as of the date of such opinion, the Per Share Merger Consideration to be received by the such holders of the Shares (other than Parent Acquiror and its Subsidiaries Subsidiaries). It is agreed and other than any holder understood that such opinion is a party to a Voting Agreement) in for the benefit of the Company’s board of directors and may not be relied on by Acquiror or Merger is fair from a financial point of view to such holdersSub. The board of directors of the Company has taken all action so that Parent Acquiror will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 3-602 of the DGCLMGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby.

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 andand perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement, subject only to adoption of this Agreement by the holders of Shares carrying a majority of the votes outstanding Shares entitled to be cast by holders of the outstanding Shares (the “Company Requisite Vote”) vote on such matter at a stockholders’ meeting duly called and held for such purpose, perform its obligations under this Agreement and consummate purpose (the Merger“Requisite Company Vote”). This Agreement has been duly executed and delivered by the Company and constitutes 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 Board has (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company and its stockholders, and approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and resolved to recommend adoption of this Agreement to the holders of Shares (the “Company Recommendation”), (B) directed that this Agreement be submitted to the holders of Shares for their adoption and (C) received the opinion of its outside financial advisor, Credit Suisse X.X. Xxxxxx Securities (USA) LLC, dated as of the date of this Agreement, substantially to the effect that, as of the date of such opinionopinion and subject to the assumptions, limitations, qualifications and other matters considered in the preparation thereof, the Per Share Merger Consideration to be received by the holders of the Shares (other than Parent and its Subsidiaries and other than any holder that is a party to a Voting Agreement) in the Merger pursuant to this Agreement is fair fair, from a financial point of view to such holders. The board Company shall, promptly following the execution and delivery of directors this Agreement by all parties, deliver a copy of such opinion to Parent solely for information purposes, it being understood and agreed that such opinion is for the benefit of the Company has taken all action so that Parent will Board and may not be an “interested stockholder” relied upon by Parent or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated herebyMerger 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 andand perform its obligations under this Agreement and to consummate the Merger, subject only to adoption the approval of this Agreement by the affirmative vote of the holders of Shares carrying a majority of the votes outstanding Shares entitled to be cast by holders of the outstanding Shares (the “Company Requisite Vote”) vote on such matter at a stockholders’ meeting duly called and held for such purpose, perform its obligations under this Agreement and consummate purpose (the Merger“Company Requisite Vote”). This Agreement has been duly executed and delivered by the Company and constitutes 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 (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company and its stockholders, approved and declared advisable adopted this Agreement and the Merger and the other transactions contemplated hereby (such approval and adoption having been made in accordance with the MBCA) and resolved to recommend approval and adoption of this Agreement to the holders of Shares (the “Company Recommendation”), (B) subject to Section 6.2, directed that this Agreement be submitted to the holders of Shares for their approval and adoption and (C) received the opinion of its financial advisor, Credit Suisse Securities (USA) LLCXxxxxx Xxxxxxx Corp., to the effect that, as of the date of such opinion, that the Per Share Merger Consideration to be received by the holders of the Shares (other than Parent and its Subsidiaries and other than any holder that is a party to a Voting Agreement) in the Merger is fair from a financial point of view to the holders of Shares, a copy of which opinion has been delivered to Parent. It is agreed and understood that such holdersopinion is for the benefit of the Company’s board of directors and may not be relied upon by Parent or Merger Sub. The board of directors of the Company has taken all action so that Parent will not be an “interested stockholdershareholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 Sections 780 and 781 of the DGCLMBCA) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby.

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, subject only to adoption of this Agreement by the holders of Shares carrying a majority of the votes outstanding Shares entitled to be cast by holders of the outstanding Shares (the “Company Requisite Vote”) vote on such matter at a stockholders’ meeting duly called and held for such purposepurpose (the “Company Requisite Vote”), perform its obligations under this Agreement and consummate the Merger. This Agreement has been duly executed and delivered by the Company and constitutes 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 (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company and its stockholders, approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and resolved to recommend adoption of this Agreement to the holders of Shares (the “Company Recommendation”), (B) directed that this Agreement be submitted to the holders of Shares for their adoption and (C) received the opinion of its financial advisor, Credit Suisse Securities (USA) LLCMxxxxx Sxxxxxx & Co. Incorporated, to the effect that, as of that the date of such opinion, the Per Share Merger Consideration consideration to be received by the holders of the Shares (other than Parent and its Subsidiaries and other than any holder that is a party to a Voting Agreement) in the Merger is fair from a financial point of view view, as of the date of such opinion, to such holdersholders (other than Parent and its Subsidiaries). The board of directors of the Company has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby.

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, execute and deliver this Agreement and, subject only to adoption approval of this Agreement by the holders of Shares carrying a majority of the votes outstanding Shares entitled to be cast by holders of the outstanding Shares (the “Company Requisite Vote”) vote on such matter at a stockholders’ meeting duly called and held for such purposepurpose (the “Company Requisite Vote”), to perform its obligations under this Agreement and to consummate the MergerMerger (subject to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL). Except for the Company Requisite Vote, no other corporate proceedings or approvals on the part of the Company are necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes 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 regardless of whether enforcement is considered in a proceeding in equity or at law (the “Bankruptcy and Equity Exception”). (ii) The board of directors of the Company Board has (A) unanimously determined that the Merger is fair to, and in the best interests of, made the Company and its stockholders, approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and resolved to recommend adoption of this Agreement to the holders of Shares (the “Company Recommendation”), (B) directed that this Agreement be submitted to the holders of Shares for their adoption approval at a stockholders’ meeting duly called and held for such purpose and (C) received the opinion of its financial advisor, Credit Suisse Securities (USA) LLC, advisor to the effect that, as of that the date of such opinion, the Per Share Merger Consideration consideration to be received by the holders of the Shares (other than Parent and its Subsidiaries and other than any holder that is a party to a Voting Agreement) in the Merger is fair from a financial point of view view, as of the date of such opinion, to such holders. The board of directors It is agreed and understood that such opinions are for the benefit of the Company has taken all action so that Parent will Board and may not be an “interested stockholder” relied on by Parent or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated herebyMerger Sub.