Common use of CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT Clause in Contracts

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION; NO ----------------------------------------------------------------------------- CONFLICT. Each of Falcon and Sub has the corporate power and authority --------- necessary to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Falcon and Sub and no other corporate proceedings on the part of Falcon or Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Falcon and Sub and, assuming this Agreement constitutes a valid and binding Agreement of the other parties hereto, this Agreement constitutes a valid and binding agreement of Falcon and Sub, enforceable against each of them in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the DGCL, the Exchange Act, and the HSR Act (collectively, the "Falcon Required Approvals"), no authorization, consent or approval of, or filing by Falcon or Sub with, any governmental body or authority or other person is necessary for the execution and delivery of this Agreement or the consummation by Falcon or Sub of the transactions contemplated hereby except where the failure to obtain such authorizations, consents or approvals or make such filing is not reasonably likely to have a Material Adverse Effect on Falcon. Neither the execution and delivery of this Agreement by Falcon and Sub nor the consummation by Falcon and Sub of the transactions contemplated by this Agreement will (a) result in a breach or violation of the organizational documents of Falcon or Sub or of any of Falcon's Subsidiaries; (b) result in a breach or violation of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or modify, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Falcon or Sub or any of Falcon's Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease or other instrument or obligation to which Falcon or Sub or any of its Falcon's Subsidiaries is a party; (c) subject to the matters set forth in the preceding sentence, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Falcon or Sub or any of Falcon's Subsidiaries or any of the properties or assets of any of them; or (d) give any governmental body or authority the right to revoke, withdraw, suspend, cancel, terminate or modify any governmental authorization held by Falcon or any of its Subsidiaries, except as would not, individually or in the aggregate, have a Material Adverse Effect on Falcon.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION; NO ----------------------------------------------------------------------------- CONFLICTAPPROVALS. (a) Each of Falcon Parent and Merger Sub has the full corporate power and authority --------- necessary to enter into this Agreement and to carry out its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Falcon Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub, and no other corporate proceedings on the part of Falcon Parent or Merger Sub are necessary to authorize this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Falcon Parent and Merger Sub and, assuming this Agreement constitutes a valid and binding Agreement agreement of the other parties heretoCompany, this Agreement constitutes a valid and binding agreement of Falcon Parent and Sub, Merger Sub enforceable against each of them in accordance with its terms terms. (b) The execution and delivery of this Agreement by Parent and by Merger Sub do not, and the performance of this Agreement by Parent and by Merger Sub will not, (i) conflict with or violate any provision of the Parent Certificate or the Parent By-laws; (ii) conflict with or violate any provision of any equivalent organizational documents of Merger Sub; (iii) assuming that all consents, approvals, authorizations and other actions described in Section 4.3(c) have been obtained and all filings and obligations described in Section 4.3(c) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or any of their respective properties or assets; or (iv) except insofar as enforceability may be limited by applicable bankruptcyset forth in Section 4.3(b) of the Parent Disclosure Schedule, insolvencyresult in any breach of or any loss of any benefit or any triggering of additional rights under or constitute a default (or an event which with notice or lapse of time or both would become a default) under, reorganizationor give to others any right of termination, moratorium amendment, acceleration or cancellation of, or result in the creation of a lien or other laws affecting creditors' rights generallyencumbrance on any property or asset of Parent or any Subsidiary of Parent pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation, except, with respect to clauses (ii), (iii) and (iv), for any such conflicts or violations which neither, individually or in the aggregate, (A) would reasonably be expected to have a Material Adverse Effect on Parent nor (B) prevent or materially delay the performance of this Agreement by principles governing the availability of equitable remedies)Parent. (c) Other than in connection with or in compliance with the provisions of the DGCL, the Securities Act, the Exchange Act, the HSR Act, Section 4043 of ERISA, any non-United States competition, antitrust and investments Laws and the HSR Act securities or blue sky Laws of the various states, the rules of the NYSE, and other than as set forth in items 1. and 2. of Section 3.3(c) of the Company Disclosure Schedule and any necessary approvals of the United States government or any agencies, departments or instrumentalities thereof (collectively, the "Falcon Parent Required Approvals"), no authorization, consent or approval of, or filing by Falcon with or Sub withnotification of, any governmental body Governmental Entity or authority of or other person with any third party is necessary for the execution and delivery of this Agreement or the consummation by Falcon or Sub of the transactions contemplated hereby except where the failure to obtain such authorizations, consents or approvals or make such filing is not reasonably likely to have a Material Adverse Effect on Falcon. Neither the execution Parent and delivery of this Agreement by Falcon and Sub nor the consummation by Falcon and Merger Sub of the transactions contemplated by this Agreement will (a) result in a breach or violation of the organizational documents of Falcon or Sub or of any of Falcon's Subsidiaries; (b) result in a breach or violation of any provision ofAgreement, except for such authorizations, consents, approvals, filings, or constitute a default (or an event which, with the giving of noticenotifications, the passage of time failure to obtain or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or modify, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Falcon or Sub or any of Falcon's Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease or other instrument or obligation to which Falcon or Sub or any of its Falcon's Subsidiaries is a party; (c) subject to the matters set forth in the preceding sentence, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Falcon or Sub or any of Falcon's Subsidiaries or any of the properties or assets of any of them; or (d) give any governmental body or authority the right to revoke, withdraw, suspend, cancel, terminate or modify any governmental authorization held by Falcon or any of its Subsidiaries, except as make that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Falcon.Parent or substantially impair or delay the consummation of the transactions contemplated hereby. 4.4

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION; NO ----------------------------------------------------------------------------- CONFLICT. Each of Falcon Discount and Sub has the corporate power and authority --------- necessary to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Falcon Discount and Sub and and, no other corporate proceedings on the part of Falcon Discount or Sub are necessary to authorize this Agreement and the transactions contemplated hereby. The Boards of Directors of Discount and Sub have (i) determined that the transactions contemplated by this Agreement are advisable and in the best interest of Discount and its stockholders and (ii) approved the Merger in accordance with Section 251 of the DGCL and the issuance of the shares of Discount Common Stock in the Merger. This Agreement has been duly and validly executed and delivered by Falcon Discount and Sub and, assuming this Agreement constitutes a valid and binding Agreement of the other parties hereto, this Agreement constitutes a valid and binding agreement of Falcon Discount and Sub, enforceable against each of them in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the DGCL, the Florida Business Corporation Act, the Securities Act, the Exchange Act, and the HSR Act Act, the securities or blue sky laws of the various states (collectively, the "Falcon Discount Required Approvals"), no authorization, consent or approval of, or filing by Falcon Discount or Sub with, any governmental body or authority or other person is necessary for the execution and delivery of this Agreement or for the consummation by Falcon Discount or Sub of the transactions contemplated hereby by this Agreement except for consents from the parties listed in Section 4.3 of Discount's Disclosure Letter that Discount reasonably expects to obtain and except where the failure to obtain such authorizations, consents or approvals or make such filing is not reasonably likely to have a Material Adverse Effect on FalconDiscount. Neither Except as disclosed in Discount's Disclosure Letter, neither the execution and delivery of this Agreement by Falcon Discount and Sub nor the consummation by Falcon Discount and Sub of the transactions contemplated by this Agreement will (a) result in a breach or violation of the organizational documents of Falcon Discount or Sub or of any of FalconDiscount's Subsidiaries; , (b) result in a breach or violation of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) ), under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or modify, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Falcon Discount or Sub or any of FalconDiscount's Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease or other instrument or obligation to which Falcon Discount or Sub or any of its FalconDiscount's Subsidiaries is a party; , (c) subject to the matters set forth in the preceding sentence, sentence violate any order, writ, injunction, decree, statute, rule or regulation applicable to Falcon Discount or Sub or any of FalconDiscount's Subsidiaries or any of the their respective properties or assets of any of them; or assets, (d) give any governmental body the right to challenge the transaction contemplated by this Agreement or authority exercise any remedy or seek any relief under any laws to which Discount or any of its Subsidiaries, or their respective assets, are subject, or (e) give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify any governmental authorization held by Falcon Discount or any of its Subsidiaries, except as would in the case of matters covered by (a), (b), (c), (d) or (e) that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on FalconDiscount.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION; NO ----------------------------------------------------------------------------- CONFLICTAPPROVALS. Each of Falcon and Sub (a) The Company has the full corporate power and authority --------- necessary to enter into this Agreement and to carry out its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Falcon the Company and, except for the approval and Sub and adoption of this Agreement by the Company Stockholders, no other corporate proceedings on the part of Falcon or Sub the Company are necessary to authorize this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Falcon and Sub the Company and, assuming this Agreement constitutes a valid and binding Agreement agreement of the other parties hereto, this Agreement constitutes a valid and binding agreement of Falcon and Subthe Company, enforceable against each of them the Company in accordance with its terms terms. (b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) (assuming stockholder approval of this Agreement is obtained) conflict with or violate any provision of the Company Certificate or the Company By-laws, (ii) conflict with or violate any provision of any equivalent organizational documents of any Subsidiary of the Company or any Company Joint Venture, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 3.3(c) have been obtained and all filings and obligations described in Section 3.3(c) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Subsidiary of the Company or any Company Joint Venture, or any of their respective properties or assets or (iv) except insofar as enforceability may be limited by applicable bankruptcyset forth in Section 3.3(b) of the Company Disclosure Schedule, insolvencyresult in any breach of or any loss of any benefit or any triggering of "change of control" or additional rights under or constitute a default (or an event that with notice or lapse of time or both would become a default) under or require any novation or waiver of, reorganizationor give to others any right of termination, moratorium amendment, acceleration or cancellation of, or result in the creation of a lien or other laws affecting creditors' rights generallyencumbrance on any property or asset of the Company or any Subsidiary of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation, including agreements with respect to Company Joint Ventures, except, with respect to clauses (ii), (iii) and (iv), for any such conflicts or violations that would neither, individually or in the aggregate, (A) be reasonably expected to have a Material Adverse Effect on the Company nor (B) prevent or materially delay the performance of this Agreement by principles governing the availability Company. The Company has provided copies of equitable remediesall documents regarding material matters referred to in clause (iv) and will make all reasonable efforts to provide copies of all other documents referred to in clause (iv), regardless of materiality, prior to Closing. (c) Other than in connection with or in compliance with the provisions of the DGCL, the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any non-United States competition, antitrust and investment Laws and the HSR Act securities or blue sky Laws of the various states, the rules of the NYSE, and other than any necessary approvals of the government of the United States, the United Kingdom, China, India or any agencies, departments or instrumentalities thereof, which approvals are set forth on Section 3.3(c) of the Company Disclosure Schedule (collectively, the "Falcon Company Required Approvals"), no authorization, consent or approval of, or filing by Falcon with or Sub withnotification of, any governmental foreign or domestic governmental, administrative, judicial or regulatory body or authority (a "Governmental Entity") or other person of or with any third party is necessary for the execution and delivery of this Agreement or the consummation by Falcon or Sub of the transactions contemplated hereby except where the failure to obtain such authorizations, consents or approvals or make such filing is not reasonably likely to have a Material Adverse Effect on Falcon. Neither the execution and delivery of this Agreement by Falcon and Sub nor the consummation by Falcon and Sub Company of the transactions contemplated by this Agreement will (a) result in a breach Agreement, except for such authorizations, consents, approvals, filings or violation of the organizational documents of Falcon or Sub or of any of Falcon's Subsidiaries; (b) result in a breach or violation of any provision of, or constitute a default (or an event which, with the giving of noticenotifications, the passage of time failure to obtain or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or modify, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Falcon or Sub or any of Falcon's Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease or other instrument or obligation to which Falcon or Sub or any of its Falcon's Subsidiaries is a party; (c) subject to the matters set forth in the preceding sentence, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Falcon or Sub or any of Falcon's Subsidiaries or any of the properties or assets of any of them; or (d) give any governmental body or authority the right to revoke, withdraw, suspend, cancel, terminate or modify any governmental authorization held by Falcon or any of its Subsidiaries, except as make that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Falcon.the Company or substantially impair or delay the consummation of the transactions contemplated hereby. 3.4