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 . (a) The Company has the requisite corporate power and authority to enter into this Agreement and and, subject to carry out its obligations hereunderreceipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution Board of Directors at a duly held meeting has unanimously (i) determined that the Offer, the Merger and the other transactions contemplated hereby are fair and in the best interests of the Company and its stockholders (including under Article VII of the Company’s Articles of Incorporation), and declared it advisable to enter into this Agreement; (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly hereby, including the Offer and validly authorized the Merger (including under Article VII of the Company’s Articles of Incorporation); (iii) resolved to recommend that the stockholders of the Company tender their Shares in the Offer or otherwise approve the adoption of this Agreement (the “Recommendation”) and directed that to the extent required by the Board of Supervisory Directors of Acquiror MBCA this Agreement and the Board of Directors of Sub and, except Merger be submitted for the approval consideration of the stockholders of Acquiror the Company at the Company Meeting; (iv) rendered any Takeover Laws and the limitations on business combinations contained in Section 780 of the Share IssuanceMBCA and Article VI of the Company’s Articles of Incorporation (including determining that this Agreement is a “memorandum of understanding” under Paragraph B of such Article) inapplicable to the Offer the Merger, this Agreement, the Support Agreements and the transactions contemplated hereby and thereby in reliance on the accuracy of Section 5.7 hereof; and (v) authorized and approved the Top-Up Option and the issuance of the Top-Up Shares thereunder. Except for the Company Stockholder Approval and the filing of the Certificate of Merger with the Michigan Department of Licensing and Regulatory Affairs, no other corporate proceedings on the part of Acquiror or Sub the Company are necessary to authorize this Agreement and the consummation of 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 the Company 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 Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against each of them the Company in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Neither Acquiror nor Sub is subject relating to or obligated under affecting the rights and remedies of creditors and by general principles of equity regardless of whether enforcement is considered in a proceeding in equity or at law. (b) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions hereunder by the Company do not and will not require any charterconsent, approval, authorization or permit of, action by-law , filing with or contract provision notification to any federal, state, local or foreign governmental or regulatory agency, commission, court, arbitrator, body, entity, authority or stock exchange (each, a “Governmental Entity”) or NASDAQ other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the HSR Act and any licenseother antitrust, franchise competition or similar Laws of any foreign jurisdiction, (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Schedule 14D-9 in connection with the Offer and the Proxy Statement, if applicable, in connection with the Company Stockholder Approval, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws, and (vi) the other consents and/or notices set forth on Section 4.4(b) of the Company Disclosure Schedule (collectively, clauses (i) through (vi), the “Specified Approvals”), and other than any consent, approval, authorization, permit, action, filing or subject notification the failure of which to any order make or decree, which obtain 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, not individually or in the aggregate, (A) reasonably be expected to have a Company Material Adverse Effect on Acquiror. Other than in connection with Effect, or in compliance with (B) prevent or materially delay the provisions consummation of the laws Offer or the Merger. The approvals of The Netherlands, Nevada Lawthe Board of Directors referred to in Section 4.4(a) constitute all necessary approvals of the Board of Directors such that no restrictions of any Takeover Laws apply to the Company with respect to this Agreement, the Securities ActOffer, the Exchange Act, the HSR Act and the securities Merger or blue sky laws any 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 other transactions contemplated by this Agreement. -15- 20 SECTION 5.4. (c) Assuming compliance with the matters referenced in Section 4.4(b), receipt of the Specified Approvals and the receipt of the Company Stockholder Approval, the execution, delivery and performance by the Company of this Agreement, the consummation by Parent of the Offer and the consummation by the Company of the Merger and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of the Company or any of its Subsidiaries, (ii) contravene or conflict with in any material respect or constitute a material violation of any provision of any Law binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any written or oral loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license or other legally binding arrangement (each, a “Contract”) binding upon the Company or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) or (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not (A) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (B) prevent or materially delay the consummation of the Offer or the Merger.

Corporate Authority Relative. to this Agreement; No -------------------------------------------------- Violation. Each of Acquiror and Sub --------- (a) The Company 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 Company and, except for obtaining the approval Company Stockholder Approval and the filing of the stockholders Certificate of Acquiror Merger or the Certificate of the Share IssuanceOwnership and Merger, as applicable, no other corporate proceedings on the part of Acquiror or Sub the Company are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. The Board of Supervisory Directors of Acquiror has determined that the Company approved for purposes of Section 203 of the DGCL the entering into by Alcoa, the Purchaser and the Company of this Agreement and the consummation of the transactions contemplated by this Agreement are in the best interest of Acquiror hereby and its stockholders and to recommend to such stockholders has taken all appropriate action so that they vote in favor Section 203 of the Share IssuanceDGCL, with respect to the Company, will not be applicable to Alcoa and the Purchaser by virtue of such actions. The Board of Directors of Howmet approved for purposes of Section 203 of the DGCL Alcoa and the Purchaser becoming "interested stockholders" pursuant to Alcoa executing a letter agreement, dated March 13, 2000 with Howmet or their entry into an agreement with the Company providing for a tender offer by the Purchaser to acquire the outstanding Shares, to be followed by a merger in which Alcoa would acquire the remaining Shares, and the consummation of such transactions and the Board of Directors of Howmet has taken all appropriate action so that Section 203 of the DGCL, with respect to Howmet, will not be applicable to Alcoa and the Purchaser by virtue of such actions. This Agreement has been duly and validly executed and delivered by Acquiror and Sub the Company and, assuming this Agreement constitutes a valid and binding Agreement agreement of Alcoa and the other parties heretoPurchaser, this Agreement constitutes a valid and binding agreement of Acquiror and Subthe Company, enforceable against each of them the Company in accordance with its terms terms. (except insofar b) Except for the filings, permits, authorizations, consents and approvals set forth in Section 3.3(b)(i) of the Company Disclosure Schedule or as enforceability may be limited required under 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"), state securities or blue sky laws, the rules and regulations of the New York Stock Exchange or the Chicago Stock Exchange or the anti-competition laws or regulations of the European Union or any foreign jurisdiction in which the Company or Alcoa (directly or through Subsidiaries, in each case ) has material assets or conducts material operations, and the filing of the Certificate of Merger or Certificate of Ownership and Merger, as applicable, under the DGCL, none of the execution, delivery or performance of this Agreement by applicable bankruptcythe Company, insolvency, reorganization, moratorium the consummation by the Company of the transactions contemplated hereby or similar laws affecting creditors' rights generally, compliance by the Company with any of the provisions hereof will (i) conflict with or by principles governing result in any breach of any provision of the availability certificate of equitable remedies). Neither Acquiror nor Sub is subject to or obligated under any charterincorporation, by-law laws or contract provision similar organizational documents of the Company or any licenseof its Subsidiaries, franchise (ii) require any filing by the Company or any of its Subsidiaries with, or permit, authorization, consent or subject approval of, any federal, regional, state or local court, arbitrator, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether U.S. or foreign (a "Governmental Entity"), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any order right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (the "Company Agreements"), or (iv) violate any order, writ, injunction, decree, which would be breached judgment, permit, license, ordinance, law, statute, rule or violated by its executing or, subject regulation applicable to the approval by Company, any of its Subsidiaries or any of their properties or assets, excluding from the stockholders of Acquiror of the Share Issuanceforegoing clauses (ii), carrying out this Agreement(iii) and (iv) such filings, except for any permits, authorizations, consents, approvals, violations, breaches or violations defaults which would will not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. Other than in connection with the Company 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 prevent 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 substan tially delay the consummation by Acquiror of the transactions contemplated by this Agreement. -15- 20 SECTION 5.4hereby.

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 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 Agreement; No -------------------------------------------------- Violation. Each of Acquiror and Sub --------- (a) The Company 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 Company and, except for obtaining the approval Company Stockholder Approval (as hereinafter defined) as contemplated by Section 5.3 hereof and the filing of the stockholders Certificate of Acquiror of the Share IssuanceMerger, no other corporate proceedings on the part of Acquiror or Sub the Company are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. The Board of Supervisory Directors of Acquiror the Company has determined taken all appropriate action so that neither the Parent nor the Purchaser will be an "interested stockholder" within the meaning of Section 203 of the DGCL by virtue of the Parent, the Purchaser and the Company entering into this Agreement and consummating 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 Issuancehereby. This Agreement has been duly and validly executed and delivered by Acquiror and Sub the Company and, assuming this Agreement constitutes a valid and binding Agreement agreement of the other parties heretoParent and the Purchaser, this Agreement constitutes a valid and binding agreement of Acquiror and Subthe Company, enforceable against each of them the Company in accordance with its terms terms. (except insofar b) Except for the filings, permits, authorizations, consents and approvals set forth in Section 3.3(b) of the Company Disclosure Schedule or as enforceability may be limited required under, and other applicable requirements of, 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"), state securities or blue sky laws, and the DGCL (the "Company Required Approvals"), none of the execution, delivery or performance of this Agreement by applicable bankruptcythe Company, insolvency, reorganization, moratorium the consummation by the Company of the transactions contemplated hereby or similar laws affecting creditors' rights generally, compliance by the Company with any of the provisions hereof will (i) conflict with or by principles governing result in any breach of any provision of the availability certificate of equitable remedies). Neither Acquiror nor Sub is subject to or obligated under any charterincorporation, by-law laws or contract provision similar organizational documents of the Company or any licenseof its Significant Subsidiaries, franchise (ii) require any filing with, or permit, authorization, consent or subject approval of, any federal, regional, state or local court, arbitrator, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether U.S. or foreign (a "Governmental Entity"), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any order right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (the "Company Agreements"), or (iv) violate any order, writ, injunction, decree, which would be breached statute, rule or violated by its executing or, subject regulation applicable to the approval by Company, any of its Subsidiaries or any of their properties or assets, excluding from the stockholders of Acquiror of the Share Issuanceforegoing clauses (ii), carrying out this Agreement(iii) and (iv) such violations, except for any breaches or violations defaults which would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. Other than in connection with the Company or in compliance with prevent or substantially delay the provisions consummation of the laws of The Netherlands, Nevada Law, the Securities Act, the Exchange Act, the HSR Act and the securities or blue sky laws transactions contemplated hereby. Section 3.3(b) of the various states (collectively, Company Disclosure Schedule sets forth a list of all third party consents and approvals required to be obtained under the "Acquiror Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for Company Agreements prior to the consummation by Acquiror of the transactions contemplated by this Agreement. -15- 20 SECTION 5.4Agreement the failure of which to obtain would have, individually or in the aggregate, a Material Adverse Effect on the Company.

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.

Corporate Authority Relative. to this This Agreement; No Violation. . (a) Each of Acquiror Parent and Merger Sub has the all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunderconsummate 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 Parent and Merger Sub and by Parent, as the Board sole stockholder of Directors of Sub andMerger Sub, except for the approval of the stockholders of Acquiror of the Share Issuance, and no other corporate proceedings on the part of Acquiror Parent or Merger Sub are necessary to authorize this Agreement and the consummation of 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 Parent and Merger 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 the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of them Parent and Merger Sub 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 orterms, 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. Bankruptcy and Equity Exception. (b) Other than in connection with or in compliance with (i) the provisions of the laws of The NetherlandsTBOC, Nevada Law, the Securities Act, (ii) the Exchange Act, (iii) the HSR Act Act, and the securities or blue sky laws of the various states (iv) competition approvals in foreign countries (collectively, the "Acquiror Required Parent Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority Governmental Entity is necessary for the consummation by Acquiror Parent or Merger Sub of the transactions contemplated by this Agreement. -15- 20 SECTION 5.4, except for such authorizations, consents, approvals or filings, that, if not obtained or made, would not have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof by Parent and Merger Sub will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational document, in each case as amended, of Parent or any of its Subsidiaries or (iii) assuming that the consents and approvals referred to in Section 4.2(b) are duly obtained, conflict with or violate any applicable Laws, other than, in the case of clauses (i) and (iii), any such violation, required consent, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not have, individually or in the aggregate, a Parent Material Adverse Effect.

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 5.4.