Common use of Authority Relative to Clause in Contracts

Authority Relative to. This Agreement; Consents and Approvals. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement and to consummate the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Stock Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger and this Agreement, the Company Requisite Vote (as hereinafter defined)). This Agreement and the Stock Option Agreement have been duly and validly executed and delivered by the Company and constitute valid, legal and binding agreements of the Company, enforceable against the Company in accordance with their respective terms. (b) The Board of Directors of the Company (the "COMPANY BOARD") has, by unanimous vote of those present duly and validly authorized the execution and delivery of this Agreement and the Stock Option Agreement and approved the consummation of the transactions contemplated hereby and thereby, and taken all corporate actions required to be taken by the Company Board for the consummation of the transactions, including the Merger, contemplated hereby and has resolved (i) to deem this Agreement and the transactions contemplated hereby, including the Merger, taken together, advisable and fair to, and in the best interests of, the Company and its stockholders; and (ii) to recommend that the stockholders of the Company approve and adopt this Agreement. The Company Board has directed that this Agreement be submitted to the stockholders of the Company for their approval. The affirmative approval of the holders of Shares representing a majority of the votes that may be cast by the holders of all outstanding Shares (voting as a single class) as of the record date for the Company (the "COMPANY REQUISITE VOTE") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Authority Relative to. This Agreement; Consents and Approvals. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement and to consummate the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Stock Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the Merger and this Agreement, the Company Requisite Vote (as hereinafter defined)). This Agreement and the Stock Option Agreement have been duly and validly executed and delivered by the Company and constitute valid, legal and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, subject to the Enforceability Exception (as hereinafter defined). (b) The Board of Directors of the Company (the "COMPANY BOARD") has, by unanimous vote of those present present, duly and validly authorized the execution and delivery of this Agreement and the Stock Option Agreement and approved the consummation of the transactions contemplated hereby and thereby, and taken all corporate actions required to be taken by the Company Board for the consummation of the transactions, including the Merger, contemplated hereby and has resolved (i) to deem this Agreement and the transactions contemplated hereby, including the Merger, taken together, advisable and fair to, and in the best interests of, the Company and its stockholders; and (ii) to recommend that the stockholders of the Company approve and adopt this Agreement. The Company Board has directed that this Agreement be submitted to the stockholders of the Company for their approval. The affirmative approval of the holders of Shares representing a majority of the votes that may be cast by the holders of all outstanding Shares (voting as a single class) as of the record date for the Company (the "COMPANY REQUISITE VOTE") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Authority Relative to. This Agreement; Consents and Approvals. (a) The Company Such party has all necessary corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such party and the consummation by such party of the transactions contemplated hereby have been duly and thereby. No validly authorized by the Board of Directors of such party, and no other corporate proceedings on the part of the Company such party are necessary to authorize this Agreement and the Stock Option Agreement or to consummate the transactions contemplated hereby so contemplated, other than (i) the adoption of this Agreement by the stockholders of LQ, (ii) the adoption of this Agreement by the stockholders of Dynabazaar, and thereby (other than, with respect iii) the filing and recording of the Certificate of Merger as required by the DGCL. (b) The provisions of Section 203 of the DGCL will not apply to the Merger. (c) As of the date hereof, the Boards of Directors of LQ, LMC and Dynabazaar, respectively, have (i) determined that it is advisable and in the best interest of such party's stockholders for such party to enter into this Agreement and to consummate the Merger upon the terms and subject to the conditions of this Agreement, (ii) adopted this Agreement in accordance with the Company Requisite Vote applicable provisions of the DGCL and (iii) recommended the adoption of this Agreement by holders of such party's common stock, and (x) in the case of LQ directed that this Agreement be submitted for consideration by LQ's stockholders at a special meeting thereof (the "LQ Stockholders Meeting"), and (y) in the case of Dynabazaar directed that (A) this Agreement, and (B) an amendment to Dynabazaar's certificate of incorporation providing for a change in the corporate name of Dynabazaar to a name mutually acceptable to the parties hereto and the removal of the classification of the Dynabazaar Board of Directors (clause (B) is herein referred to as hereinafter defined)the "Dynabazaar Proposal") be submitted for consideration by Dynabazaar's stockholders at a special meeting thereof (the "Dynabazaar Stockholders Meeting"). This Agreement and the Stock Option Agreement have has been duly and validly executed and delivered by such party and, assuming the Company and constitute validdue authorization, legal and binding agreements of the Company, enforceable against the Company in accordance with their respective terms. (b) The Board of Directors of the Company (the "COMPANY BOARD") has, by unanimous vote of those present duly and validly authorized the execution and delivery of this Agreement and the Stock Option Agreement and approved the consummation of the transactions contemplated hereby and thereby, and taken all corporate actions required to be taken by the Company Board for the consummation other parties hereto, constitutes a legal, valid and binding obligation of the transactionssuch party, including the Merger, contemplated hereby and has resolved (i) to deem this Agreement and the transactions contemplated hereby, including the Merger, taken together, advisable and fair to, and enforceable against such party in the best interests of, the Company and accordance with its stockholders; and (ii) to recommend that the stockholders of the Company approve and adopt this Agreement. The Company Board has directed that this Agreement be submitted to the stockholders of the Company for their approval. The affirmative approval of the holders of Shares representing a majority of the votes that may be cast by the holders of all outstanding Shares (voting as a single class) as of the record date for the Company (the "COMPANY REQUISITE VOTE") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Mergerterms.