Common use of Validity; No Conflict Clause in Contracts

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 Ascend Stock Voting Agreement constitutes the legal, valid and binding obligation of Holder. Neither the execution of this Cascade Ascend 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 including, without limitation 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 Ascend, 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 Ascend 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 Ascend with respect to an Opposing Proposal. Section 4