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 (in the case of consummation of the Merger, subject to obtaining requisite shareholder approval) its obligations under this Agreement and to consummate, subject only to approval of this Agreement by the holders of a majority of the outstanding Shares (the "Company Requisite Vote"), the Merger. Assuming the due authorization, execution and delivery of this Agreement 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, 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"). The board of directors of the Company (A) has unanimously adopted this Agreement and (B) has received the opinion of its financial advisor, Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated ("Merrxxx Xxxcx"), to the effect that the consideration to be received by the holders of the 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.

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 (in the case of consummation of the Merger, subject to obtaining requisite shareholder approval) its obligations under this Agreement and the Stock Option Agreement and to consummate, subject only to approval of this Agreement by the holders of a majority two-thirds of the outstanding Company Shares (the "Company Requisite Vote")) and the Company Required Consents, the Merger. Assuming the due authorization, execution and delivery Each of this Agreement and the Stock Option Agree ment has been duly executed and delivered by Parent the Company and Merger Sub, 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"). The board of directors of the Company (A) has unanimously adopted this Agreement and approved the Merger and the other transactions contemplated hereby, (B) has approved the execution and delivery of the Stock Option Agreement and (C) has received the opinion of its financial advisoradvisors, Merrxxx XxxchXxxxxxx Xxxxx Xxxxxx Inc., Pierce, Fennxx & Xmitx Xxxorporated ("Merrxxx Xxxcx"), in a customary form and to the effect that the consideration Merger Consideration to be received by the holders of the Company 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.

Corporate Authority; Approval and Fairness. (i) The Company has all requisite corporate power and authority to enter into and has taken all corporate action necessary in order to execute, execute and deliver and perform (in the case of consummation of the Merger, subject to obtaining requisite shareholder approval) its obligations under this Agreement and to consummateand, if required by applicable Law, subject only to approval to, assuming the representations and warranties of Parent and Merger Sub set forth in Section 6.2(h) are true and correct, adoption of this Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose or acting by written consent in lieu of a stockholders’ meeting (the "“Company Requisite Vote"”), to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger. Assuming This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement hereof by Parent and Merger Sub, this Agreement is constitutes a valid and binding agreement obligation of the Company enforceable against the Company it 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"”). The board of directors of the Company (A) has unanimously adopted this Agreement and (B) has received the opinion of its financial advisor, Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated ("Merrxxx Xxxcx"), to the effect that the consideration to be received by the holders of the 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.

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 (in the case of consummation of the Merger, subject to obtaining requisite shareholder approval) its obligations under this Agreement and to consummateconsummate the Merger and the other transactions contemplated by this Agreement, subject only to approval of this Agreement by (i) the holders affirmative vote of a majority of the outstanding Class A Shares entitled to vote at the Shareholders Meeting called and held for such purpose, (ii) the affirmative vote of a majority of the outstanding Class B Shares entitled to vote at the Shareholders Meeting called and held for such purpose and (iii) the affirmative vote of a majority of the outstanding Class E Shares entitled to vote at the Shareholders Meeting called and held for such purpose (the "“Requisite Company Requisite Vote"”), . This Agreement has been duly executed and delivered by the Merger. Assuming the due authorization, execution Company and delivery of this Agreement by Parent and Merger Sub, this Agreement is 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"”). The board of directors of the Company (A) has unanimously adopted this Agreement and (B) has received the opinion of its financial advisor, Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated ("Merrxxx Xxxcx"), to the effect that the consideration to be received by the holders of the 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.

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 (in the case of consummation of the Merger, subject to obtaining requisite shareholder approval) its obligations under this Agreement and to consummate, subject only to approval of this Agreement by the holders of a majority of the outstanding Shares (the "Company Requisite Vote"), the Merger. Assuming the due authorization, execution and delivery of this Agreement 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, 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"). The board of directors of the Company (A) has unanimously adopted this Agreement and (B) has received the opinion of its financial advisor, Merrxxx XxxchXxxxxxx Lynch, Pierce, Fennxx Xxxxxx & Xmitx Xxxorporated Xxxxx Incorporated ("Merrxxx XxxcxXxxxxxx Xxxxx"), to the effect that the consideration to be received by the holders of the 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.

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 (in the case of consummation of the Merger, subject to obtaining requisite shareholder approval) its obligations under this Agreement and to consummate, subject only to approval adoption of this Agreement by the holders of a majority of the outstanding Company Shares (the "Company Requisite Vote") and the Company Required Consents (as defined in Section 5.1(d)), the Merger. Assuming This Agreement has been duly executed and delivered by the due authorization, execution Company and delivery of this Agreement 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, 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"). The board Board of directors Directors of the Company (A) has unanimously adopted approved this Agreement and the Merger and the other transactions contemplated hereby and (B) has received the opinion of its financial advisoradvisors, Merrxxx XxxchGoldman, PierceSachs & Co., Fennxx & Xmitx Xxxorporated ("Merrxxx Xxxcx"), in a customary form and to the effect that the consideration txx Xxxxer Xxxxideration to be received by the holders of the Company 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.

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 (in the case of consummation of the Merger, subject to obtaining requisite shareholder approval) its obligations under this Agreement and to consummate, subject only to approval adoption of this Agreement by the holders of a majority of the outstanding Company Shares (the "Company Requisite Vote") and the Company Required Consents (as defined in Section 5.1(d)), the Merger. Assuming This Agreement has been duly executed and delivered by the due authorization, execution Company and delivery of this Agreement 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, 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"). The board Board of directors Directors of the Company (A) has unanimously adopted approved this Agreement and the Merger and the other transactions contemplated hereby and (B) has received the opinion of its financial advisoradvisors, Merrxxx XxxchXxxxxxx, PierceXxxxx & Co., Fennxx & Xmitx Xxxorporated ("Merrxxx Xxxcx"), in a customary form and to the effect that the consideration Merger Consideration to be received by the holders of the Company 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.

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 (in the case of consummation of the Merger, subject to obtaining requisite shareholder approval) its obligations under this Agreement and to consummate, subject only to approval of this Agreement by the holders of a majority of the outstanding Shares (the "Company Requisite Vote"), the Merger. Assuming the due authorization, execution and delivery of this Agreement 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, 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"). The board of directors of the Company (A) has unanimously adopted this Agreement and (B) B received, on October 4, 1999, and has received received, as of the Second Amendment Date, the opinion of its financial advisor, Merrxxx XxxchXxxxxxx Lynch, Pierce, Fennxx Xxxxxx & Xmitx Xxxorporated Xxxxx Incorporated ("Merrxxx XxxcxXxxxxxx Xxxxx"), to the effect that the consideration to be received by the holders of the Shares in the Merger is fair to such holders from a financial point of view, a copy of which opinion has opinions have been delivered to Parent.