Validity; No Conflict. This Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors' rights generally and by general principles of equity. Neither the execution of this Agreement by the Stockholder nor the consummation of the transactions contemplated hereby will result in a breach or violation of the terms of any agreement by which the Stockholder is bound or of any decree, judgment, order, law or regulation now in effect of any court or other governmental body applicable to the Stockholder.
Validity; No Conflict. This Voting Agreement has been authorized by all necessary action (corporate or otherwise) on the part of the Holder, has been duly executed by a duly authorized officer on behalf of Holder, and constitutes the legal, valid and binding obligation of Holder. Neither the execution of this Voting Agreement by Holder nor the consummation of the transactions contemplated herein will violate or result in a breach of (i) any provision of any trust, charter, partnership agreement or other charter document applicable to Holder, (ii) any agreement to which Holder is a party or by which Holder is bound, (iii) any decree, judgment or order to which Holder is subject, or (iv) any law or regulation now in effect applicable to Holder.
Validity; No Conflict. This Voting Agreement constitutes the legal, valid and binding obligation of Stockholder. Neither the execution of this Voting Agreement by Stockholder nor the consummation of the transactions contemplated herein will violate or result in a breach of (i) any provision of any trust, charter, partnership agreement or other charter document applicable to Stockholder, (ii) any agreement to which Stockholder is a party or by which Stockholder is bound, (iii) any decree, judgment or order to which Stockholder is subject, or (iv) any law or regulation now in effect applicable to Stockholder.
Validity; No Conflict. This Cascade Stock Voting Agreement constitutes the legal, valid and binding obligation of Holder. Neither the execution of this Cascade Stock Voting Agreement by Holder nor the consummation of the transactions contemplated herein will violate or result in a breach of (i) any provision of any trust, charter, partnership agreement or other charter document applicable to Holder, (ii) any agreement to which Holder is a party or by which Holder is bound, (iii) any decree, judgment or order to which Holder is subject, or (iv) any law or regulation now in effect applicable to Holder. (d) No Proxy Solicitations. Except as required by law, including without limitation actions which the Holder determines in reasonable good faith are required pursuant to Holder's fiduciary duties as an officer or director of Cascade and as otherwise contemplated by the last sentence of Section 1, between the date of this Agreement and the expiration or termination of this Cascade Stock Voting Agreement, Holder will not, and will not permit any entity under Holder's control, to (i) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal or assist any party in taking or planning any action which would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (ii) initiate a stockholders' vote or action by written consent of Cascade stockholders without a meeting with respect to an Opposing Proposal or (iii) become a member of a "group" (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of Cascade with respect to an Opposing Proposal. Section 4
Validity; No Conflict. This Cascade Stock Voting Agreement constitutes the legal, valid and binding obligation of Ascend. Neither the execution of this Cascade Stock Voting Agreement by Ascend nor the consummation of the transactions contemplated herein will violate or result in a breach of (i) any 2
Validity; No Conflict. This Agreement constitutes the legal, valid and binding obligation of Sterigenics. Neither the execution of this Agreement by Sterigenics nor the consummation of the transactions contemplated hereby will result in a breach or violation of the terms of any agreement by which Sterigenics is bound or of any decree, judgment, order, law or regulation now in effect of any court or other governmental body applicable to Sterigenics.
Validity; No Conflict. This Agreement constitutes the legal, --------------------- valid and binding obligation of Acquirer. Neither the execution of this Agreement by Acquirer nor the consummation of the transactions contemplated hereby will result in a breach or violation of the terms of any agreement by which Acquirer is bound or of any decree, judgment, order, law or regulation now in effect of any court or other governmental body applicable to Acquirer.
Validity; No Conflict. This Kana Stock Voting Agreement constitutes the legal, valid and binding obligation of Silknet. Neither the execution of this Kana Stock Voting Agreement by Silknet nor the consummation of the transactions contemplated herein will violate or result in a breach of (i) any agreement to which Silknet is a party or by which Silknet is bound, (ii) any decree, judgment or order to which Silknet is subject, or (iii) any law or regulation now in effect applicable to Silknet.
Validity; No Conflict. This Voting Agreement constitutes the legal, valid and binding obligation of the CC Nominee. Neither the execution of this Voting Agreement by the CC Nominee nor the consummation of the transactions contemplated herein will violate or result in a breach of (i) any agreement to which the CC Nominee is a party or by which the CC Nominee is bound, (ii) any decree, judgment or order to which the CC Nominee is subject, or (iii) any law or regulation now in effect applicable to the CC Nominee.
Validity; No Conflict. This Voting Agreement constitutes the legal, valid and binding obligation of Titan. Neither the execution of this Voting Agreement by Titan nor the consummation of the transactions contemplated herein will violate or result in a breach of (i) any agreement to which Titan is a party or by which Titan is bound, (ii) any decree, judgment or order to which Titan is subject, or (iii) any law or regulation now in effect applicable to Titan.
