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 only to adoption of this Agreement by 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 of directors of the Company has received the opinion of its financial advisor, BT Alex. Xxxxx Incorporated, to the effect that the aggregate consideration to be received by the holders of the Shares in the Offer, the Merger and the NSC Distribution is fair from a financial point of view to such holders.

Corporate Authority; Approval and Fairness. (i) The Company has all ------------------------------------------ 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 consummateand, subject only to adoption of this Agreement by the holders of at least a majority of the outstanding Company Shares (the "Company Requisite Vote")) and the Company Required Consents, ---------------------- to consummate 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 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 and declared advisable this Agreement and the Merger and the other transactions contemplated by this Agreement and (B) has received the opinion opinions of its financial advisoradvisors, BT Alex. Chase Securities Inc. ("Chase") and Xxxxxxx Xxxxx Incorporated& Co. ("Xxxxxxx Xxxxx"), ----- ------------- in a customary form and to the 10 effect that the aggregate consideration Exchange Ratio is fair to be received by the holders of the Company Shares in the Offer, the Merger and the NSC Distribution is fair from a financial point of view to such holdersview.

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 only to adoption approval of this Agreement by the holders of a majority two-thirds 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 of directors of the Company (A) has unanimously approved this Agreement and the Merger and the other transactions contemplated hereby and (B) has received the opinion of its financial advisoradvisors, BT Alex. Xxxxxxx Xxxxx Incorporated, & Co. to the effect that the aggregate consideration Exchange Ratio to be received by the holders of the Shares in the OfferMerger (other than Parent and its Affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the Merger and the NSC Distribution "Exchange Act")) is fair to such holders from a financial point of view view, a copy of which opinion has been delivered to such holdersParent.