Common use of Organization and Authority of the Company Clause in Contracts

Organization and Authority of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Illinois, and has all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of Company Subsidiaries is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of the Company Subsidiaries is duly licensed or qualified to do business, and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and, subject to, in the case of the consummation of the Transaction, receipt of the Company Shareholder Approval as contemplated by Section 5.02, to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company, subject only, in the case of consummation of the Transaction, to the receipt of the Company Shareholder Approval as contemplated by Section 5.02. The Company Shareholder Approval is the only vote or consent of the holders of the Company’s capital stock necessary to approve and consummate the Transaction. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of IllinoisColorado, and has all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of Company Subsidiaries is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of the Company Subsidiaries is duly licensed or qualified to do business, and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and, subject to, in the case of the consummation of the Transaction, receipt of the Company Shareholder Approval as contemplated by Section 5.025.03, to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company, subject only, in the case of consummation of the Transaction, to the receipt of the Company Shareholder Approval as contemplated by Section 5.025.03. The Company Shareholder Approval is the only vote or consent of the holders of the Company’s capital stock necessary to approve and consummate the Transaction. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state State of Illinois, and has all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of Company Subsidiaries is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of the Company Subsidiaries is duly licensed or qualified to do business, and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and, subject to, in the case of the consummation of the Transaction, receipt of the Company Shareholder Approval as contemplated by Section 5.02, to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company, subject only, in the case of consummation of the Transaction, to the receipt of the Company Shareholder Approval as contemplated by Section 5.02. The Company Shareholder Approval is the only vote or consent of the holders of the Company’s capital stock necessary to approve and consummate the Transaction. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of the Company. (a) The Company is a corporation limited liability company duly organized, validly existing existing, and in good standing under the Laws of the state of Illinois, Delaware and has all requisite corporate necessary limited liability company power and authority to own own, operate, or lease all of its the properties and assets now owned, operated, or leased by it and to carry on its business as it is now being conducted. Each of Company Subsidiaries is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being currently conducted. The Company and each of the Company Subsidiaries is duly licensed or qualified to do business, business and is in good standing in each jurisdiction in which the nature of the business conducted properties owned or property owned leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified qualified, or in good standing, individually or in the aggregate, has not had and standing would not reasonably be expected to have a Material Adverse Effect. The Company has all necessary corporate requisite power and authority to enter into execute and deliver this Agreement, Agreement and the Transaction Documents to carry out which the Company is a party and to perform its obligations hereunder and, subject to, in the case of the consummation of the Transaction, receipt of the Company Shareholder Approval as contemplated by Section 5.02, to consummate the transactions contemplated by under this AgreementAgreement and such Transaction Documents. The execution execution, delivery and delivery performance by the Company of this Agreement, Agreement and the performance by Transaction Documents to which the Company of its obligations hereunder is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite necessary corporate action of the Company and do not require any further authorization or consent of the Company, and no other proceeding or other action on the part of the Company, subject only, in the case of consummation of the Transaction, to the receipt of the Company Shareholder Approval as contemplated by Section 5.02. The Company Shareholder Approval is the only vote or consent of the holders of the Company’s capital stock necessary to approve authorize this Agreement, such Transaction Documents or the transactions contemplated hereby and consummate the Transactionthereby. This Agreement has been duly executed and delivered by each of the CompanyTransaction Documents to which the Company is a party, and (assuming due authorization, upon execution and delivery thereof (and subject to the execution and delivery thereof by Buyer) this Agreement constitutes a all counterparties thereto), will be legal, valid valid, and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except insofar as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws other laws affecting generally the enforceability of creditors’ rights generally and by general principles limitations on the availability of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)equitable remedies.

Organization and Authority of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state State of Illinois, Illinois and has all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of Company Subsidiaries is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of the Company Subsidiaries is duly licensed or qualified to do business, and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and, subject to, in the case of the consummation of the Transaction, receipt of the Company Shareholder Approval as contemplated by Section 5.02, to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company, subject only, in the case of consummation of the Transaction, to the receipt of the Company Shareholder Approval as contemplated by Section 5.02. The Company Shareholder Approval is the only vote or consent of the holders of the Company’s capital stock necessary to approve and consummate the Transaction. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of the Company. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state State of Illinois, and has all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of Company Subsidiaries is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of the Company Subsidiaries is duly licensed or qualified to do business, and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectTexas. The Company has all necessary corporate full limited liability company power and authority to enter into this Agreement, the Escrow Agreement and (together with DP-NXA) such other Ancillary Documents to which the Company or DP-NXA is a party, to carry out its obligations hereunder andand thereunder, subject to, in the case of the consummation of the Transaction, receipt of the Company Shareholder Approval as contemplated by Section 5.02, and to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery by the Company and DP-NXA of this Agreement, the Escrow Agreement and such other Ancillary Documents to which the Company or DP-NXA is a party, the performance by the Company or DP-NXA of its respective obligations hereunder and thereunder, and the consummation by the Company and DP-NXA of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of the Company, subject only, in the case of consummation of the Transaction, to the receipt of the Company Shareholder Approval as contemplated by Section 5.02. The Company Shareholder Approval is the only vote or consent of the holders of the Company’s capital stock necessary to approve and consummate the TransactionDP-NXA. This Agreement and each Ancillary Document to which the Company or DP-NXA is a party has been duly executed and delivered by the CompanyCompany or DP-NXA, as applicable, and (assuming due authorization, execution and delivery by Buyer) this Agreement and each Ancillary Document to which the Company or DP-NXA is a party constitutes a legal, valid and binding obligation of the Company, Company and/or DP-NXA enforceable against the Company and DP-NXA in accordance with its terms. The Company and DP-NXA is qualified or registered to do business and in good standing in each jurisdiction where the nature of its activities makes such qualification or registration necessary. All such jurisdictions in which the Company or DP-NXA is qualified are set forth on Section 3.01 of the Disclosure Schedules. Except as set forth on Section 3.01 of the Disclosure Schedules, except as such enforceability may be limited during the past five (5) years, neither the Company nor DP-NXA has been known by bankruptcyor used any company, insolvency, reorganization, moratorium fictitious or similar Laws affecting creditors’ rights generally and by general principles other name in the conduct of equity (regardless of whether enforcement is sought in a proceeding at law the Company’s or DP-NXA’s business or in equity)connection with the use or operation of its assets.

Organization and Authority of the Company. (a) The Company Each of the Company, Synetic and Avicenna is a corporation duly organized, validly existing and in good standing under the Laws laws of the state State of IllinoisDelaware, in the case of the Company and Synetic, and the State of Massachusetts, in the case of Avicenna, and has all requisite corporate necessary power and authority to own or lease all of enter into this Agreement and the Ancillary Agreements, to carry out its properties obligations hereunder and assets thereunder and to carry on its business as it is now being conducted. Each of Company Subsidiaries is a corporation or other entity duly formed, validly existing consummate the transactions contemplated hereby and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conductedthereby. The Company and each of the Company Subsidiaries is duly licensed or qualified to do business, business and is in good standing in each jurisdiction in which the nature of the business conducted properties owned or property owned leased by it or the operation of its business makes such licensing or qualification necessary, except where to the extent that the failure to be so licensed, licensed or qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company has all necessary corporate power materially and authority to enter into this Agreement, to carry out its obligations hereunder and, subject to, in the case of the consummation of the Transaction, receipt of the Company Shareholder Approval as contemplated by Section 5.02, to consummate adversely affect the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements by the Company of this AgreementCompany, Synetic and Avicenna, the performance by the Company Company, Synetic and Avicenna of its their respective obligations hereunder and thereunder and the consummation by the Company Company, Synetic and Avicenna of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company, subject only, in the case of consummation of the Transaction, to the receipt of the Company Shareholder Approval as contemplated by Section 5.02. The Company Shareholder Approval is the only vote or consent of the holders of the Company’s capital stock necessary to approve Synetic and consummate the TransactionAvicenna. This Agreement has been been, and upon their execution the Ancillary Agreements will be, duly executed and delivered by the Company, Synetic and Avicenna, to the extent each of such parties is a party to the Ancillary Agreements, and (assuming due authorization, execution and delivery by Buyerthe other parties thereto) this Agreement constitutes a constitutes, and upon their execution the Ancillary Agreements will constitute, legal, valid and binding obligation obligations of the Company, Synetic and Avicenna enforceable against the Company Company, Synetic and Avicenna in accordance with its terms, except as their respective terms to the extent each of such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement parties is sought in a proceeding at law or in equity)party to the Ancillary Agreements.

Organization and Authority of the Company. (a) The a)The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of IllinoisColorado, and has all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of Company Subsidiaries is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of the Company Subsidiaries is duly licensed or qualified to do business, and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and, subject to, in the case of the consummation of the Transaction, receipt of the Company Shareholder Approval as contemplated by Section 5.02, to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company, subject only, in the case of consummation of the Transaction, to the receipt of the Company Shareholder Approval as contemplated by Section 5.02. The Company Shareholder Approval is the only vote or consent of the holders of the Company’s capital stock necessary to approve and consummate the Transaction. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by CNHTC and Buyer) this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of the Company. (a) The a)The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of IllinoisColorado, and has all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of Company Subsidiaries is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of the Company Subsidiaries is duly licensed or qualified to do business, and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and, subject to, in the case of the consummation of the Transaction, receipt of the Company Shareholder Approval as contemplated by Section 5.02, to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company, subject only, in the case of consummation of the Transaction, to the receipt of the Company Shareholder Approval as contemplated by Section 5.02. The Company Shareholder Approval is the only vote or consent of the holders of the Company’s 's capital stock necessary to approve and consummate the Transaction. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by CNHTC and Buyer) this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority of the Company. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state State of Illinois, and has all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of Company Subsidiaries is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of the Company Subsidiaries is duly licensed or qualified to do business, and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectColorado. The Company has all necessary corporate full limited liability company power and authority to enter into this Agreement, the Escrow Agreement and such other Ancillary Documents to which the Company is a party, to carry out its obligations hereunder andand thereunder, subject to, in the case of the consummation of the Transaction, receipt of the Company Shareholder Approval as contemplated by Section 5.02, and to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery by the Company of this Agreement, the Escrow Agreement and such other Ancillary Documents to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of the Company, subject only, in the case of consummation of the Transaction, to the receipt of the Company Shareholder Approval as contemplated by Section 5.02. The Company Shareholder Approval is the only vote or consent of the holders of the Company’s capital stock necessary to approve and consummate the Transaction. This Agreement and each Ancillary Document to which the Company is a party has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer) this Agreement and each Ancillary Document to which the Company is a party constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms. The Company is qualified or registered to do business and in good standing in each jurisdiction where the nature of its activities makes such qualification or registration necessary. All such jurisdictions in which the Company is qualified are set forth on Section 3.01 of the Disclosure Schedules. Except as set forth on Section 3.01 of the Disclosure Schedules, except as such enforceability may be limited during the past five (5) years, the Company has not been known by bankruptcyor used any company, insolvency, reorganization, moratorium fictitious or similar Laws affecting creditors’ rights generally and by general principles other name in the conduct of equity (regardless of whether enforcement is sought in a proceeding at law the Company's business or in equityconnection with the use or operation of its assets. Section 3.01 of the Disclosure Schedules lists all current directors, officers and managers of the Company, showing each such person's name, positions, and, for each such person that receives compensation for services as a director, officer or manager (as opposed to as an employee), annual remuneration, bonuses and fringe benefits paid by the Company for the current fiscal year and the most recently completed fiscal year.

Organization and Authority of the Company. (a) The Company Each of the ----------------------------------------- Company, Synetic and Avicenna is a corporation duly organized, validly existing and in good standing under the Laws laws of the state State of IllinoisDelaware, in the case of the Company and Synetic, and the State of Massachusetts, in the case of Avicenna, and has all requisite corporate necessary power and authority to own or lease all of enter into this Agreement and the Ancillary Agreements, to carry out its properties obligations hereunder and assets thereunder and to carry on its business as it is now being conducted. Each of Company Subsidiaries is a corporation or other entity duly formed, validly existing consummate the transactions contemplated hereby and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conductedthereby. The Company and each of the Company Subsidiaries is duly licensed or qualified to do business, business and is in good standing in each jurisdiction in which the nature of the business conducted properties owned or property owned leased by it or the operation of its business makes such licensing or qualification necessary, except where to the extent that the failure to be so licensed, licensed or qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company has all necessary corporate power materially and authority to enter into this Agreement, to carry out its obligations hereunder and, subject to, in the case of the consummation of the Transaction, receipt of the Company Shareholder Approval as contemplated by Section 5.02, to consummate adversely affect the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements by the Company of this AgreementCompany, Synetic and Avicenna, the performance by the Company Company, Synetic and Avicenna of its their respective obligations hereunder and thereunder and the consummation by the Company Company, Synetic and Avicenna of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company, subject only, in the case of consummation of the Transaction, to the receipt of the Company Shareholder Approval as contemplated by Section 5.02. The Company Shareholder Approval is the only vote or consent of the holders of the Company’s capital stock necessary to approve Synetic and consummate the TransactionAvicenna. This Agreement has been been, and upon their execution the Ancillary Agreements will be, duly executed and delivered by the Company, Synetic and Avicenna, to the extent each of such parties is a party to the Ancillary Agreements, and (assuming due authorization, execution and delivery by Buyerthe other parties thereto) this Agreement constitutes a constitutes, and upon their execution the Ancillary Agreements will constitute, legal, valid and binding obligation obligations of the Company, Synetic and Avicenna enforceable against the Company Company, Synetic and Avicenna in accordance with its terms, except as their respective terms to the extent each of such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement parties is sought in a proceeding at law or in equity)party to the Ancillary Agreements.

Organization and Authority of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state State of Illinois, and has all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of Company Subsidiaries is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of the Company Subsidiaries is duly licensed or qualified to do business, and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectDelaware. The Company has all necessary corporate power and authority to enter into this AgreementAgreement and any Transaction Agreement to which it is a party, to carry out its obligations hereunder and, subject to, in the case of the consummation of the Transaction, receipt of the Company Shareholder Approval as contemplated by Section 5.02, and to consummate the transactions contemplated by this Agreementhereby and under the Transaction Agreements. The execution and delivery by the Company of this AgreementAgreement and any Transaction Agreement to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and the consummation of the transactions contemplated by the Transaction Agreements have been duly authorized by all requisite corporate action on the part of the Company, subject only, in the case of consummation of the Transaction, to the receipt of the Company Shareholder Approval as contemplated and no approval by Section 5.02. The Company Shareholder Approval is the only vote or consent of the holders of the Company’s capital stock necessary to approve and consummate the Transactionstockholders or other additional corporate authorization or consent is required in connection therewith. This Agreement has and any Transaction Agreement to which the Company is a party have been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes and any such Transaction Agreement constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The Company and its Subsidiaries (excluding the TP Subsidiaries) do not, and have not conducted, the Transportation Products Business and do not hold, own or license any of the assets (whether personal, intangible, or real property) or Permits and are not a party to any Contract (including any guarantee of any member of the Company Group) used in or necessary to operate the Transportation Products Business.

Organization and Authority of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Illinois, and has all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of Company Subsidiaries is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of the Company Subsidiaries is duly licensed or qualified to do business, and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectFlorida. The Company has all necessary full corporate power and authority to enter into this Agreement, the Escrow Agreement and such other Ancillary Documents to which the Company is a party, to carry out its obligations hereunder and, subject to, in the case of the consummation of the Transaction, receipt of the Company Shareholder Approval as contemplated by Section 5.02, and thereunder and to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery by the Company of this Agreement, the Escrow Agreement and such other Ancillary Documents to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company, subject only, in the case of consummation of the Transaction, to the receipt of the Company Shareholder Approval as contemplated by Section 5.02. The Company Shareholder Approval is the only vote or consent of the holders of the Company’s capital stock necessary to approve and consummate the Transaction. This Agreement and each Ancillary Document to which the Company is a party has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer) this Agreement and each Ancillary Document to which the Company is a party constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms. The Company is qualified or registered to do business and in good standing in each jurisdiction where the nature of its activities makes such qualification or registration necessary. All such jurisdictions in which the Company is qualified are set forth on Section 3.01 of the Disclosure Schedules. Except as set forth on Section 3.01 of the Disclosure Schedules, except as such enforceability may be limited during the past five (5) years, the Company has not been known by bankruptcyor used any company, insolvency, reorganization, moratorium fictitious or similar Laws affecting creditors’ rights generally and by general principles other name in the conduct of equity (regardless of whether enforcement is sought in a proceeding at law the Company's business or in equityconnection with the use or operation of its assets. Section 3.01 of the Disclosure Schedules lists all current directors and officers of the Company, showing each such person's name, positions, and, for each such person that receives compensation for services as a director or officer (as opposed to as an employee), annual remuneration, bonuses and fringe benefits paid by the Company for the current fiscal year and the most recently completed fiscal year.