Common use of Corporate Authority Relative Clause in Contracts

Corporate Authority Relative. to this Agreement; No Violation. Each of Acquiror and Sub has the corporate power and authority 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 Board of Supervisory Directors of Acquiror and the Board of Directors of Sub and, except for the approval of the stockholders of Acquiror of the Share Issuance, no other corporate proceedings on the part of Acquiror or Sub are necessary to authorize this Agreement and the transactions contemplated hereby. The Board of Supervisory Directors of Acquiror has determined that the transactions contemplated by this Agreement are in the best interest of Acquiror and its stockholders and to recommend to such stockholders that they vote in favor of the Share Issuance. This Agreement has been duly and validly executed and delivered by Acquiror 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 Acquiror 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 similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Neither Acquiror nor Sub is subject to or obligated under any charter, by-law or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or, subject to the approval by the stockholders of Acquiror of the Share Issuance, carrying out this Agreement, except for any breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. Other than in connection with or in compliance with the provisions of the laws of The Netherlands, Nevada Law, the Securities Act, the Exchange Act, the HSR Act and the securities or blue sky laws of the various states (collectively, the "Acquiror Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by Acquiror of the transactions contemplated by this Agreement. -15- 20 SECTION 5.4.

Corporate Authority Relative. to this Agreement; No Violation. Each of Acquiror and Sub FDC has the corporate power and authority to enter into this Agreement and the FDC Stock Option Agreement, and to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement and the FDC Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Supervisory Directors of Acquiror and the Board of Directors of Sub FDC and, except for the approval adoption of the stockholders of Acquiror of the Share Issuancethis Agreement by its stockholders, no other corporate proceedings on the part of Acquiror or Sub FDC are necessary to authorize this Agreement and the consummation of the transactions contemplated herebyhereby and thereby. The Board of Supervisory Directors of Acquiror FDC has taken all appropriate action so that none of Parent, FDC or SubF will be an "interested stockholder" within the meaning of Section 203 of the DGCL by virtue of Parent, FDC and SubF entering into this Agreement or FDC entering into the FDC Stock Option Agreement and consummating the transactions contemplated hereby and thereby. The Board of Directors of FDC has determined that the transactions contemplated by this Agreement are in the best interest of Acquiror FDC and its stockholders and to recommend to such stockholders that they vote in favor of the Share Issuanceadopt this Agreement. This Agreement has and the FDC Stock Option Agreement have been duly and validly executed and delivered by Acquiror and Sub FDC and, assuming this Agreement constitutes a valid and binding Agreement of the other parties heretoFDC Stock Option Agreement, this Agreement as applicable, constitutes a valid and binding agreement of Acquiror the other parties hereto and Subthereto, this Agreement and the FDC Stock Option Agreement constitute valid and binding agreements of FDC, enforceable against each of them FDC in accordance with its their terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' , rights generally, or by principles governing the availability of equitable remedies). Neither Acquiror nor Sub FDC is not subject to or obligated under any charter, by-law or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or, subject to the approval adoption of this Agreement by the stockholders of Acquiror of the Share Issuanceits stockholders, carrying out the transactions contemplated by this Agreement and the FDC Stock Option Agreement, except for any breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect on AcquirorFDC. Other than in connection with or in compliance with the provisions of the laws of The Netherlands, Nevada LawDGCL, the Securities Act, the Exchange Act, the HSR Act, The Shipping Act (46 U.S.C. SECTIONS 801 et seq), Section 4043 of ERISA and any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states (collectively, the "Acquiror FDC Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by Acquiror FDC of the transactions contemplated by this Agreement. -15- 20 SECTION 5.4, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect on FDC or substantially impair or delay the consummation of the transactions contemplated hereby.

Corporate Authority Relative. to this Agreement; No Violation. Each of Acquiror Parent and Merger Sub has the corporate power and authority 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 Board of Supervisory Directors of Acquiror and the Board Boards of Directors of Parent and Merger Sub and, except for the approval of the stockholders of Acquiror of the Share Issuance, and no other corporate or stockholder proceedings on the part of Acquiror Parent or Merger Sub are necessary to authorize this Agreement Agreement, the issuance of the Parent Common Stock and the other transactions contemplated hereby. The Board of Supervisory Directors of Acquiror has determined that the transactions contemplated by this Agreement are in the best interest of Acquiror and its stockholders and to recommend to such stockholders that they vote in favor of the Share Issuance. This Agreement has been duly and validly executed and delivered by Acquiror Parent and Merger Sub and, assuming this Agreement constitutes a valid has been duly and binding Agreement of validly executed and delivered by the other parties hereto, this Agreement constitutes a valid and binding agreement of Acquiror Parent and Merger 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 similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Neither Acquiror Parent nor Merger Sub is subject to or obligated under any charter, by-law or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or, subject to the approval by the stockholders of Acquiror of the Share Issuance, or carrying out this Agreement, except for any breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect on AcquirorParent. Other than in connection with or in compliance with the provisions of the laws of The Netherlands, Nevada LawDGCL, the Securities Act, the Exchange Act, the HSR Act Act, Section 4043 of ERISA, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Acquiror Parent Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by Acquiror Parent of the transactions contemplated by this Agreement. -15- 20 SECTION 5.4, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, have a Material Adverse Effect on Parent; provided that Parent makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of the Company or any of its Subsidiaries or facts specifically pertaining to any of them.

Corporate Authority Relative. to this Agreement; No -------------------------------------------------- Violation. Each of Acquiror and Sub --------- Purchaser has the corporate limited liability company power and authority to enter into this Agreement and Agreement, 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 Board of Supervisory Directors of Acquiror Purchaser, and the Board of Directors of Sub and, except for the approval of the stockholders of Acquiror of the Share Issuance, no other corporate limited liability company proceedings on the part of Acquiror or Sub Purchaser are necessary to authorize this Agreement and the transactions contemplated hereby. The Board of Supervisory Directors of Acquiror has determined that the transactions contemplated by this Agreement are in the best interest of Acquiror and its stockholders and to recommend to such stockholders that they vote in favor of the Share Issuance. This Agreement has been duly and validly executed and delivered by Acquiror and Sub Purchaser and, assuming this Agreement constitutes a valid and binding Agreement of the other parties party hereto, this Agreement constitutes a valid and binding agreement of Acquiror and SubPurchaser, enforceable against each of them Purchaser in accordance with its terms (terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of general equitable remedies)principles, whether applied in a proceeding at law or in equity. Neither Acquiror nor Sub Purchaser is not subject to or obligated under any charter, by-law provision of its Certificate of Formation or Limited Liability Company Agreement or any contract provision or any license, franchise or permit, or subject to any law, order or decree, which that would be breached or violated by its executing or, subject to execution or performance of this Agreement or the approval by the stockholders of Acquiror consummation of the Share Issuance, carrying out this Agreementtransactions contemplated hereby, except for any breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect on AcquirorPurchaser. Other than in connection with or in compliance with the provisions of the laws of The Netherlands, Nevada Law, the Securities ActDelaware law, the Exchange Act, the HSR Act and the securities or blue sky laws of the various states (collectively, the "Acquiror Purchaser Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority in the United States of America is necessary for the consummation by Acquiror Purchaser of the transactions contemplated by this Agreement. -15- 20 SECTION 5.4Recapitalization.

Corporate Authority Relative. to this This Agreement; No Violation. Each of Acquiror and Sub Diamond has the corporate power and authority to enter into this Agreement and the Certificates of Merger and to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement and the Certificates of Merger and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Supervisory Directors of Acquiror and the Diamond's Board of Directors of Sub and, except for the approval of the stockholders of Acquiror of the Share IssuanceShareholders, no other corporate proceedings on the part of Acquiror or Sub Diamond are necessary to authorize this Agreement and or the Certificates of Merger or the transactions contemplated hereby. The Board of Supervisory Directors of Acquiror has determined that the transactions contemplated by this Agreement are in the best interest of Acquiror hereby and its stockholders and to recommend to such stockholders that they vote in favor of the Share Issuancethereby. This Agreement has been been, and the Certificates of Merger will be, duly and validly executed and delivered by Acquiror and Sub Diamond and, assuming this Agreement constitutes a and the Certificates of Merger constitute valid and binding Agreement agreements of the other parties heretohereto and thereto, this Agreement constitutes a and the Certificates of Merger constitute valid and binding agreement agreements of Acquiror and SubDiamond, enforceable against each of them Diamond in accordance with its their terms except that (except insofar as a) such enforcement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights, (b) the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (c) the enforceability of indemnification and contribution provisions may be limited by applicable bankruptcythe United States federal or state securities laws or the public policies underlying such laws. Neither the execution and delivery of this Agreement and the Certificates of Merger nor the consummation of the transactions contemplated hereby or thereby (including without limitation the Merger) will: (x) violate or conflict with any provision of the Articles of Incorporation or Bylaws of Diamond, insolvency, reorganization, moratorium (y) violate or similar laws affecting creditors' rights generallyconflict with, or by principles governing result in the availability breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default (or an event which, with the lapse of equitable remedies). Neither Acquiror nor Sub is subject to time, or obligated under the giving of notice, or both, will constitute a default) under, any chartercontract, by-law or contract provision or any license, franchise other instrument or commitment to which Diamond is a party or by which Diamond is bound, or result in the creation of any lien, charge or encumbrance upon the properties or assets of Diamond pursuant to the terms of any such contract, license, instrument or commitment, or (z) violate or conflict with any law, regulation, permit, authorization, franchise, license, judgment, order, writ, injunction or subject decree of any court or governmental body of any jurisdiction, in each case as such is related to any order Diamond or decree, which would be breached or violated by its executing or, subject to the approval by the stockholders of Acquiror of the Share Issuance, carrying out this Agreement, except for any breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect on Acquirorassets. Other than in connection with or in compliance with the provisions of the laws of The Netherlands, Nevada LawOhio Act, the Securities Act, the Exchange Act, the HSR Act and the securities or blue sky laws of the various states (collectivelystates, the "Acquiror Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by Acquiror of the transactions contemplated by this Agreement. -15- 20 SECTION 5.4.no

Corporate Authority Relative. to this This Agreement; No Violation. Each of Acquiror Ultrak and Sub has Newco have the corporate power and authority to enter into this Agreement and the Merger Filings and to carry out its their respective obligations hereunderhereunder and thereunder (to the extent each is a party thereto). The execution and delivery of this Agreement and the Merger Filings and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Supervisory Directors of Acquiror and the Board Boards of Directors of Sub and, except for the approval of the stockholders of Acquiror of the Share Issuance, Ultrak and Newco and no other corporate proceedings on the part of Acquiror Ultrak or Sub Newco are necessary to authorize this Agreement and or the Merger Filings or the transactions contemplated hereby. The Board of Supervisory Directors of Acquiror has determined that the transactions contemplated by this Agreement are in the best interest of Acquiror hereby and its stockholders and to recommend to such stockholders that they vote in favor of the Share Issuancethereby. This Agreement has and the Merger Filings have been duly and validly executed and delivered by Acquiror Ultrak and Sub Newco (to the extent each is a party thereto) and, assuming this Agreement constitutes a and the Merger Filings constitute valid and binding Agreement agreements of the other parties heretohereto and thereto, this Agreement constitutes a and the Merger Filings constitute valid and binding agreement agreements of Acquiror Ultrak and SubNewco, enforceable against each of them Ultrak and Newco in accordance with its their terms except that (except insofar as enforceability a) such enforcement may be limited by applicable subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors' rights generallyrights, (b) the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (c) the enforceability of indemnification and contribution provisions may be limited by the United States federal or state securities laws or the public policies underlying such laws. Neither the execution and delivery of this Agreement nor of the Merger Filings nor the consummation of the transactions contemplated hereby 21 or thereby (including without limitation the Merger) will: (x) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of Ultrak or the Articles of Incorporation or Bylaws of Newco, (y) violate or conflict with, or by principles governing result in the availability breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default (or an event which, with the lapse of equitable remedies). Neither Acquiror nor Sub is subject to time, or obligated under the giving of notice, or both, will constitute a default) under, any chartercontract, by-law or contract provision or any license, franchise other instrument or commitment to which Ultrak or Newco is a party or by which Ultrak or Newco is bound, or result in the creation of any lien, charge or encumbrance upon the properties or assets of Ultrak or Newco pursuant to the terms of any such contract, license, instrument or commitment, or (z) violate or conflict with any law, regulation, permit, authorization, franchise, license, judgment, order, writ, injunction or subject decree of any court or governmental body of any jurisdiction, in each case as such is related to any order Ultrak or decree, which would be breached Newco or violated by its executing or, subject to the approval by the stockholders of Acquiror of the Share Issuance, carrying out this Agreement, except for any breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect on Acquirortheir assets. Other than in connection with or in compliance with the provisions of the laws of The NetherlandsTBCA, Nevada Lawthe CGCL, the Securities Act, the Exchange Act, the HSR Act and the securities or blue sky laws of the various states (collectively, the "Acquiror Required Approvals")1934, no authorization, consent consent, or approval of, or filing with, any governmental body or authority is necessary for the consummation by Acquiror Ultrak and Newco of the transactions contemplated by this Agreement. -15- 20 SECTION 5.4herein.

Corporate Authority Relative. to this This Agreement; No Violation. Each of Acquiror and Sub MDI has the corporate power and authority to enter into this Agreement and the Merger Filings and to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement and the Merger Filings and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Supervisory Directors of Acquiror and the MDI's Board of Directors of Sub and, except for the approval of the stockholders of Acquiror of the Share IssuanceMDI shareholders, no other corporate proceedings on the part of Acquiror or Sub MDI are necessary to authorize this Agreement and or the Merger Filings or the transactions contemplated hereby. The Board of Supervisory Directors of Acquiror has determined that the transactions contemplated by this Agreement are in the best interest of Acquiror hereby and its stockholders and to recommend to such stockholders that they vote in favor of the Share Issuancethereby. This Agreement has been been, and the Merger Filings will be, duly and validly executed and delivered by Acquiror and Sub MDI and, assuming this Agreement constitutes a and the Merger Filings constitute valid and binding Agreement agreements of the other parties heretohereto and thereto, this Agreement constitutes a and the Merger Filings constitute valid and binding agreement agreements of Acquiror and SubMDI, enforceable against each of them MDI in accordance with its their terms except that (except insofar as a) such enforcement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights, (b) the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (c) the enforceability of indemnification and contribution provisions may be limited by applicable bankruptcythe United States federal or state securities laws or the public policies underlying such laws. Neither the execution and delivery of this Agreement and the Merger Filings nor the consummation of the transactions contemplated hereby or thereby (including, insolvencywithout limitation, reorganizationthe Merger) will: (x) violate or conflict with any provision of the Articles of Incorporation or Bylaws of MDI, moratorium (y) violate or similar laws affecting creditors' rights generallyconflict with, or by principles governing result in the availability breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute a default (or an event which, with the lapse of equitable remedies). Neither Acquiror nor Sub is subject to time, or obligated under the giving of notice, or both, will constitute a default) under, any chartercontract, by-law or contract provision or any license, franchise instrument, or commitment to which MDI is a party or by which MDI is bound, or result in the creation of any lien, charge, or encumbrance upon the properties or assets of MDI pursuant to the terms of any such contract, license, instrument, or commitment, or (z) violate or conflict with any law, regulation, permit, authorization, franchise, license, judgment, order, writ, injunction or subject decree of any court or governmental body of any jurisdiction, in each case as such is related to any order MDI or decree, which would be breached or violated by its executing or, subject to the approval by the stockholders of Acquiror of the Share Issuance, carrying out this Agreement, except for any breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect on AcquirorMDI's assets. Other than in connection with or in compliance with (a) the provisions Merger Filings and (b) the approval of the laws of The Netherlands, Nevada Law, the Securities Act, the Exchange Act, the HSR Act this Agreement and the securities or blue sky laws of the various states (collectively, the "Acquiror Required Approvals")Merger by MDI's shareholders, no authorization, consent consent, or approval of, or filing with, any governmental body or authority is necessary for the consummation by Acquiror MDI or the Signing Shareholders of the transactions contemplated by this Agreement. -15- 20 SECTION 5.47 2.05.

Corporate Authority Relative. to this Agreement; No -------------------------------------------------- Violation. Each of Acquiror and Sub --------- Katy has the corporate power and authority to enter into this Agreement and Agreement, 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 Board of Supervisory Directors of Acquiror and the Board of Directors of Sub Katy and, except for the approval of the stockholders of Acquiror of the Share Issuanceby Katy's shareholders, no other corporate proceedings on the part of Acquiror Katy or Sub any Subsidiary are necessary to authorize this Agreement and the transactions contemplated hereby. The Board of Supervisory Directors of Acquiror Katy has determined that the transactions contemplated by this Agreement are Recapitalization is in the best interest of Acquiror Katy and its stockholders and to recommend to such stockholders that they vote in favor of the Share Issuanceshareholders. This Agreement has been duly and validly executed and delivered by Acquiror and Sub Katy and, assuming this Agreement constitutes a valid and binding Agreement agreement of the other parties party hereto, this Agreement constitutes a valid and binding agreement of Acquiror and SubKaty, enforceable against each of them Katy in accordance with its terms (terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, generally or by principles governing the availability of general equitable remedies)principles, whether applied in a proceeding at law or in equity. Neither Acquiror Except as set forth on Schedule 3.3, neither Katy nor Sub any Subsidiary is ------------ subject to or obligated under any charter, by-law or contract provision or any license, franchise or permit, or subject to any law, order or decree, which that would be breached or violated by its executing or, subject to Katy's execution or performance of this Agreement or the approval by the stockholders of Acquiror consummation of the Share Issuance, carrying out this Agreement, except for any breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect on Acquirortransactions contemplated hereby. Other than in connection with or in compliance with the provisions of the laws of The Netherlands, Nevada LawDelaware law, the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, the HSR Act and the securities or blue sky laws of the various states (collectively, the "Acquiror Katy Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority in the United States of America is necessary for the consummation by Acquiror Katy of the transactions contemplated by this Agreement. -15- 20 SECTION 5.4Recapitalization.