Common use of Corporate Power and Authority; Due Authorization Clause in Contracts

Corporate Power and Authority; Due Authorization. The Company has full corporate power and authority to execute and deliver this Agreement and each of the Closing Documents to which the Company is or will be a party and to consummate the Transactions. The Board of Directors of the Company at a meeting duly called and held has determined that the Merger is advisable and in the best interest of the Company and has approved it, and has recommended it to the Company's stockholders. The directors of the Company have also duly approved and authorized the execution and delivery of this Agreement and each of the Closing Documents to which the Company is or will be a party and the consummation of the Transactions, and, other than the requisite stockholder vote, no other corporate proceeding on the part of the Company is necessary to approve the Transactions. Assuming that this Agreement and each of the Closing Documents to which Purchaser is a party constitutes a valid and binding agreement of Purchaser, this Agreement and each of the Closing Documents to which the Company or Parent is or will be a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of the Company or Parent, as the case may be, in each case enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by the application of general principles of equity. The duly elected officers and directors of the Company are set forth on Schedule 5.2 attached hereto. Copies of the Articles of Incorporation, the Bylaws and all minutes of the Company are contained in the minute books of the Company. True, correct and complete copies of the minute books of the Company have been delivered to Purchaser.

Corporate Power and Authority; Due Authorization. The Company Stockholder has full corporate power and authority to execute and deliver this Agreement and each of the Closing Documents to which the Company Stockholder is or will be a party and to consummate the Transactions. The Board Stockholder represents and warrants that Stockholder is the lawful owner of, and has good and marketable title to, the number of Directors shares of the Company at a meeting duly called Company's outstanding capital stock as shown on Schedule 3.1 as being owned by Stockholder, free and held has determined clear of any mortgage, pledge, claim, lien, charge, encumbrance or other right in any third party to purchase, vote or direct the voting of, any shares thereof. Stockholder further represents and warrants that the Merger is advisable Stockholder and the number of shares of Company common stock owned by such Stockholder are set forth on Schedule 3.1. and in the best interest of the Company and has approved it, and has recommended it to the Company's stockholdersregistre de mouvements de titres. The directors of the Company have also Stockholder has duly approved and authorized the execution and delivery of this Agreement and each of the Closing Documents to which the Company is or will be a party and the consummation of the Transactions, and, other than the requisite stockholder vote, and no other corporate proceeding on the part of the Company is necessary to approve the Transactions. Assuming that this Agreement and each of the Closing Documents to which Purchaser IMNET is a party constitutes a valid and binding agreement of Purchaser, IMNET this Agreement and each of the Closing Documents to which the Company or Parent and/or Stockholder is or will be a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of the Company or Parentand/or Stockholder, as the case may be, in each case enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by the application of general principles of equity. The duly elected officers and directors of the Company are set forth on Schedule 5.2 attached hereto. Copies of the Articles of Incorporation, the Bylaws Statuts and all minutes of the Company are contained in the minute books of the Company, and stock records are contained in the Company's registre de mouvements de titres. True, correct and complete copies of the minute books and the Company's registre de mouvements de titres of the Company have been delivered to PurchaserIMNET. The Stockholder represents that he has recently acquired Company Stock from all of its prior owners and that in connection therewith, Stockholder disclosed the nature and material terms of this agreement. Stockholder did not fail to make any other disclosure or to take any other action required by law in connection with acquisition of the Company Stock from prior holders.

Corporate Power and Authority; Due Authorization. The Company Subject to CCI Board Approval which has been obtained, CCI has full corporate power and authority to execute and deliver this Agreement and each of the Closing Documents to which the Company CCI is or will be a party party, to amend its Articles of Incorporation in the manner set forth in this Agreement, and to consummate the Transactions. The Board of Directors of the Company at a meeting duly called and held has determined that the Merger is advisable and in the best interest of the Company and has approved it, and has recommended it to the Company's stockholders. The directors of the Company have also duly approved and authorized the execution and delivery of this Agreement and each of the Closing Documents to which the Company is or will be a party and the consummation of the Transactions, and, other than the requisite stockholder vote, no other No corporate proceeding on the part of the Company is necessary to approve the TransactionsTransactions other than CCI Board Approval and CCI Stockholder Approval. Assuming CCI Board Approval and that this Agreement and each of the Closing Documents to which Purchaser MIOA is a party constitutes a valid and binding agreement of Purchaser, MIOA this Agreement and each of the Closing Documents to which the Company or Parent CCI is or will be a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of the Company or Parent, as the case may be, CCI in each case enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by the application applicability of general principles of equity. The duly elected officers and directors of the Company CCI and its Subsidiaries are set forth on Schedule 5.2 attached heretoSCHEDULE 6.2. Copies of the Articles of Incorporation, the Bylaws and all minutes of the Company CCI and its Subsidiaries are contained in the minute books of the CompanyCCI, or such Subsidiaries, respectively. True, correct and complete copies of the minute books of the Company CCI and its Subsidiaries have been delivered made available to PurchaserMIOA.

Corporate Power and Authority; Due Authorization. The Company has full corporate power and authority to execute and deliver this Agreement and each of the Closing Documents to which the Company is or will be a party and to consummate the Transactions. Parent owns all of the issued and outstanding shares of Company Capital Stock. The Board of Directors of the Company at a meeting duly called and held has determined that the Merger is advisable and in the best interest of the Company and has approved it, and has recommended it to the Company's stockholders. The directors and sole stockholder of the Company have also duly approved and authorized the execution and delivery of this Agreement and each of the Closing Documents to which the Company is or will be a party and the consummation of the Transactions, and, other than the requisite stockholder vote, and no other corporate proceeding on the part of the Company is necessary to approve the Transactions. Assuming that this Agreement and each of the Closing Documents to which Purchaser is a party constitutes a valid and binding agreement of Purchaser, this Agreement and each of the Closing Documents to which the Company or Parent is or will be a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of the Company or Parent, as the case may be, in each case enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by the application of general principles of equity. The duly elected officers and directors of the Company are set forth on Schedule 5.2 attached hereto. Copies of the Articles of Incorporation, the Bylaws and all minutes of the Company are contained in the minute books of the Company. True, correct and complete copies of the minute books of the Company have been delivered to Purchaser.

Corporate Power and Authority; Due Authorization. The Company has full corporate power and authority to execute and deliver this Agreement and each of the Closing Transaction Documents to which the Company is or will be a party and to consummate the Transactions. The names of the Company Shareholders, and the number and percentage of shares in the Company owned by the Company Shareholders, are set forth on Schedule 5.2 attached hereto. The Company Shareholders own all of the issued and outstanding shares of Company Capital Stock. The Board of Directors of the Company at a meeting duly called and held has determined that the Merger is advisable and in the best interest of the Company and has approved it, and has recommended it to the Company's stockholders. The directors of the Company have also duly approved and authorized the execution and delivery of this Agreement and each of the Closing Transaction Documents to which the Company is or will be a party and the consummation of the Transactions, and, other than the requisite stockholder vote, and no other corporate proceeding on the part of the Company except for Company Shareholder Approval is necessary to approve the Transactions. Assuming that this Agreement and each of the Closing Transaction Documents to which Purchaser or Newco is a party constitutes a valid and binding agreement of PurchaserPurchaser or Newco, this Agreement and each of the Closing Transaction Documents to which the Company or Parent is the Company Shareholders are or will be a party parties constitutes, or will constitute when executed and delivered, a valid and binding agreement of the Company or Parent, as the case may beCompany Shareholders, in each case enforceable against the Company and the Company Shareholders in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by the application of general principles of equity. The duly elected officers and directors of the Company are set forth on Schedule 5.2 attached hereto. Copies of the Articles Certificate of Incorporation, the Bylaws and all minutes of the Company are contained in the minute books of the Company. True, correct and complete copies of the minute books of the Company have been delivered to Purchaser.