Common use of Corporate Authority; Approval Clause in Contracts

Corporate Authority; Approval. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings (other than Requisite Shareholder Approval following the issuance of the Securities) on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated. The Board of Directors has unanimously determined, as of the date of this Agreement, that it is advisable and in the best interest of the Company's shareholders for the Company to enter into this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions of this Agreement and, as of the date of this Agreement, has recommended that the Bye-Law Amendment and the issuance of the Conversion Shares and Warrant Shares to the Purchasers in accordance with the terms hereof be approved by the shareholders of the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has received the opinion of its financial advisor, Credit Suisse First Boston Corporation ("CSFB"), to the effect that, as of the date hereof, the consideration to be received by the Company for the issuance and sale of the Securities is fair, from a financial point of view, to the Company, a true and correct copy of which will be furnished to Parent.

Corporate Authority; Approval. (i) The Company has all necessary requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement and and, subject only to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery approval of this Agreement by the Company, and the consummation by the Company holders of a majority of the transactions contemplated herebyoutstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company Vote”), have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings (other than Requisite Shareholder Approval following the issuance of the Securities) on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated. The Board of Directors has unanimously determined, as of the date of this Agreement, that it is advisable and in the best interest of the Company's shareholders for the Company to enter into perform its obligations under this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions of this Agreement and, as of the date of this Agreement, has recommended that the Bye-Law Amendment and the issuance of the Conversion Shares and Warrant Shares to the Purchasers in accordance with the terms hereof be approved by the shareholders of the CompanyMerger. This Agreement has been duly and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery by each other party hereto, constitutes Parent and Merger Sub) is a legal, valid and binding obligation agreement of the Company, 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 Company’s Board of Directors (the “Company has received the opinion of its financial advisor, Credit Suisse First Boston Corporation ("CSFB"Board”), to by resolutions duly adopted by unanimous vote at a meeting of all directors of the effect thatCompany duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof, (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, (b) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the DGCL, (c) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption and (d) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Recommendation”) and directed that such matter be submitted for consideration to be received by of the stockholders of the Company for at the issuance and sale Stockholders Meeting. (iii) The affirmative vote of stockholders of the Securities Company required for adoption of this Agreement and the Merger is fair, from a financial point of view, to the Company, a true and correct copy of which will be furnished to Parentno greater than a majority in voting power of the issued and outstanding Shares.

Corporate Authority; Approval. (a) The Company has all necessary corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyTransaction. The execution and delivery of this Agreement by the Company, and the consummation completion by the Company of the transactions contemplated hereby, by this Agreement have been duly and validly authorized by all necessary corporate action, the Board and no other corporate proceedings (other than Requisite Shareholder Approval following the issuance of the Securities) on the part of the Company are necessary to authorize the execution and delivery by it of this Agreement or (subject to consummate obtaining the transactions so contemplated. The Board of Directors has unanimously determinedRequired Regulatory Approvals, as the approval of the date of this Agreement, that it is advisable and in the best interest of the Company's shareholders for Arrangement Resolution by the Company to enter into this Agreement Shareholders, the Interim Order and to consummate the Final Order) the completion by the Company of the transactions contemplated hereby upon the terms and subject to the conditions of this Agreement and, as of the date of this Agreement, has recommended that the Bye-Law Amendment and the issuance of the Conversion Shares and Warrant Shares to the Purchasers in accordance with the terms hereof be approved by the shareholders of the Companythereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding obligation agreement of the Company, 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”). (b) The Company has received Board, after consultation with its legal advisors and its Financial Advisors: (i) determined that the opinion of its financial advisor, Credit Suisse First Boston Corporation ("CSFB"), to the effect that, as of the date hereof, the consideration Consideration to be received by the Company for Shareholders pursuant to the issuance Arrangement and sale of the Securities this Agreement is fair, from a financial point of view, to such holders and that the Arrangement is in the best interests of the Company; (ii) resolved to recommend that the Company Shareholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of this Agreement and the performance by the Company of its obligations under this Agreement, a true and correct copy of which will be furnished no action has been taken to Parentamend, or supersede, such determinations, resolutions or authorizations.

Corporate Authority; Approval. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and and, subject to receipt of the Stockholder Approval, to consummate the transactions to which it is a party contemplated hereby, including the Merger. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions to which it is a party contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings (other than Requisite Shareholder Approval following the issuance of the Securities) action or proceeding on the part of the Company are is necessary to authorize the execution and delivery of this Agreement or to consummate the transactions so contemplated. The Board to which it is a party contemplated hereby, including the Merger (other than the receipt of Directors has unanimously determinedthe Stockholder Approval, as well as the filing of the date Certificate of this Agreement, that it is advisable and in Merger with the best interest Secretary of State of the Company's shareholders for the Company to enter into this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions State of this Agreement and, as of the date of this Agreement, has recommended that the Bye-Law Amendment and the issuance of the Conversion Shares and Warrant Shares to the Purchasers in accordance with the terms hereof be approved by the shareholders of the CompanyDelaware). This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by each other party heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors' rights and to general equitable principles (the "Enforcement Exceptions"). (b) On or prior to the date of this Agreement, the Company Board has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and the transactions contemplated hereby, including the Merger, (ii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the Company's stockholders adopt this Agreement and approve the Merger, in each case, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the relevant provisions of the DGCL (collectively (i) to (iii), the "Company Recommendation"). The Company Board has received the opinion of its financial advisor, Credit Suisse First Boston Corporation ("CSFB"), directed that this Agreement be submitted to the effect that, as stockholders of the date hereof, the consideration to be received by the Company for the issuance and sale of the Securities is fair, from a financial point of view, to the Company, a true and correct copy of which will be furnished to Parenttheir adoption.

Corporate Authority; Approval. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings (other than Requisite Shareholder Approval following the issuance of the Securities) on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated. The Board of Directors has unanimously determined, as of the date of this Agreement, that it is advisable and in the best interest of the Company's ’s shareholders for the Company to enter into this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions of this Agreement and, as of the date of this Agreement, has recommended that the Bye-Law Amendment and the issuance of the Conversion Shares and Warrant Shares to the Purchasers in accordance with the terms hereof be approved by the shareholders of the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has received the opinion of its financial advisor, Credit Suisse First Boston Corporation ("“CSFB"”), to the effect that, as of the date hereof, the consideration to be received by the Company for the issuance and sale of the Securities is fair, from a financial point of view, to the Company, a true and correct copy of which will be furnished to Parent.

Corporate Authority; Approval. (i) The Company has all necessary requisite corporate power and authority and has taken all corporate action necessary in order to execute execute, deliver and deliver this Agreement and to perform its obligations hereunder under this Agreement, and to consummate the transactions contemplated hereby. The execution and delivery Merger, subject only to adoption of this Agreement by the Company, holders of a sufficient number of Shares required to approve such matter under the DGCL and the consummation by Company’s Organizational Documents (such approval, the Company of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings (other than “Requisite Shareholder Approval following the issuance of the Securities) on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated. The Board of Directors has unanimously determined, as of the date of this Agreement, that it is advisable and in the best interest of the Company's shareholders for the Company to enter into this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions of this Agreement and, as of the date of this Agreement, has recommended that the Bye-Law Amendment and the issuance of the Conversion Shares and Warrant Shares to the Purchasers in accordance with the terms hereof be approved by the shareholders of the CompanyStockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding obligation agreement of the Company, 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 Company Board 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, the Merger and the other transactions contemplated hereby (collectively, the “Transactions”) and resolved to recommend adoption of this Agreement to the Company’s stockholders (the “Company Recommendation”), and (B) directed that this Agreement be submitted to the stockholders for their adoption. The Company Board has received taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the opinion of its financial advisor, Credit Suisse First Boston Corporation Company ("CSFB"), to the effect that, in each case as such term is used in Section 203 of the date hereofDGCL) as a result of the execution of this Agreement or the consummation of the Transactions. (iii) The Requisite Stockholder Approval requires the approval of the holders of sixty-five percent (65%) of the Company’s issued and outstanding capital stock, the consideration to be received by and no other approval or consent of any Holder is required for the Company for to execute, deliver and perform its obligations under this Agreement or to consummate the issuance and sale of the Securities is fair, from a financial point of view, to the Company, a true and correct copy of which will be furnished to ParentMerger.