Common use of Authorization; Validity of Agreement; Company Action Clause in Contracts

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this Agreement, and has the requisite corporate power and authority to perform the Transactions. The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, and the consummation by the Company of the Transactions, have been duly and validly authorized by the Company Board of Directors, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by the Company of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Sub, is the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and, and has subject to obtaining the requisite corporate power and authority Company Stockholder Approval, if required, to perform consummate the Transactions. The execution execution, delivery and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, Agreement and the consummation by the Company of the TransactionsOffer, the issuance of the Top-Up Option Shares (assuming the Top-Up Option is exercised pursuant to Section 1.4), the Merger and the other Transactions have been duly and validly authorized by the Company Board and, except, in the case of Directorsthe Merger, for the Company Stockholder Approval, if required, and for the filing of the Certificate of Merger or other appropriate documents with the Secretary of State of the State of Delaware, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by the Company it of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the Parent and Merger Subthe Purchaser, is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, fraudulent conveyance, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies generally and (iib) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. (a) The Company has the requisite full corporate power and authority to execute and deliver this Agreement, Agreement and has the requisite corporate power and authority to perform consummate the Transactions. The execution execution, delivery and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, and the consummation by the Company it of the Transactions, have been duly and validly authorized by the Company its Board of Directors, Directors and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by the Company it of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% except that consummation of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as Merger may require approval of the Record Date, voting together Company's stockholders as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and contemplated by Section 903 of the BCL1.11 hereof. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Subthe Purchaser, is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The provisions of Section 203 of Delaware Law are not applicable to this Agreement, the Stockholder Agreement or the other Transactions, including the Merger and the purchase of Shares in the Offer or pursuant to the exercise of the JNL Option. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock is the only vote of the holders of any class or series of the Company's capital stock which may be necessary to approve this Agreement and the other Transactions, including the Merger. As of the date of this Agreement, the number of holders of record of Common Stock in the State of Wisconsin is less than 20% of the total number of holders of Common Stock.

Authorization; Validity of Agreement; Company Action. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement, and has the requisite corporate power and authority to perform its obligations hereunder and, with respect to the Transactions. The Merger, assuming the due authorization, execution and delivery of the Stockholders Transaction Consents, to consummate the transactions provided for or contemplated by this Agreement, including, but not limited to, the Company of, Offers and the Merger (collectively, together with the Stockholder Agreement, the "Transactions"). The execution, delivery and performance by the Company of its obligations under, this Agreement, and the consummation by the Company it of the Transactions, have been duly and validly authorized by the Company Board of DirectorsDirectors and, and no other corporate action on the part of the Company is necessary (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the Required Company Holders) to authorize the execution and delivery by the Company of this Agreement and the consummation by the Company it of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent and Merger SubPurchaser, is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and, and has subject to obtaining the requisite corporate power and authority approval of its stockholders, to perform consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, and the consummation by the Company of the Transactionstransactions contemplated hereby, have been duly and validly authorized by its board of directors and, except for, with respect to the Company Board Merger, obtaining the approval and adoption of Directorsthis Agreement by the holders of a majority of the outstanding shares of Common Stock and Convertible Preferred Stock, voting together as a single class, and the filing and recordation of appropriate merger documents as required by the DGCL, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by the Company it of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCLtransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, subject to approval by the Company’s stockholders (and assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Sub), is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and, and has subject to the requisite corporate power and authority approval of the Merger by holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), to perform its obligations hereunder and consummate the ▇▇▇▇▇▇ and the other Transactions. The execution execution, delivery and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, and the consummation by the Company of the TransactionsMerger, have been duly and validly authorized by its board of directors and, subject to receipt of the Company Board Stockholder Approval and the filing of Directorsthe Articles of Merger with the Department as required by the MGCL, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by the Company it of the Merger and the other Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has been duly executed and delivered by the Company and, subject to receipt of the Company Stockholder Approval (and assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Subthe other parties hereto), is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies generally and (ii) general principles of equity (together with (i), the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought“Enforceability Exceptions”).

Authorization; Validity of Agreement; Company Action. The Company has the requisite full corporate power and authority to execute and deliver this Agreement, and has the requisite corporate power and authority to perform its obligations under this Agreement and to consummate the Transactions. The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, Agreement and the consummation by the Company it of the Transactions, have been duly and validly authorized by Company's board of directors and, except for obtaining the Company Board approval of Directorsits shareholders as contemplated by Section 4.6, and no other corporate action on the part of the Company or its shareholders is necessary to authorize the execution and delivery by the Company of this Agreement and or the consummation by the Company it of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has and all other agreements to be entered into in connection herewith have been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof thereof by each of Parent and Merger Sub, this Agreement is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that (i) such enforcement enforceability may be subject to limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, or other similar laws, now or hereafter in effect, Laws affecting the enforcement of creditors' rights generally, (b) general equitable principles and (iic) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before considering enforceability. The execution and delivery of this Agreement by each of the parties hereto, the consummation of the transactions contemplated hereby, and compliance with the terms and provisions hereof, will not, assuming the consents and approvals of shareholders referred to in section 4.6 are obtained, (i) violate any provision of the Articles of Incorporation or Bylaws of the Company, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of the Company Shareholders or any of their properties or assets or (iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of the Company or any of the Company Shareholders under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any proceeding therefor of the Company Shareholders is a party, or by which the Company or any of the Company Shareholders or any of their properties or assets may be broughtbound or affected.

Authorization; Validity of Agreement; Company Action. The Company has the requisite full corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement, and has the requisite full corporate power and authority to perform the Transactions. The execution and delivery transactions provided for or contemplated by this Agreement, the Company of, Stock Option Agreement and the Shareholder Agreements, including, but not limited to, the Offer and the Merger (collectively, the "Transactions"). ------------ The execution, delivery and performance by the Company of its obligations under, this Agreement and the Stock Option Agreement, and the consummation by the Company it of the Transactions, have been duly and validly authorized by the Company Board of DirectorsDirectors and, and no other corporate action on the part of the Company is necessary (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by holders of a majority of the Shares) to authorize the execution and delivery by the Company of this Agreement and the Stock Option Agreement, and the consummation by the Company it of the Transactions, other than the adoption . Each of this Agreement by (i) and the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Option Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Subthe Purchaser, is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The ---------------------------------------------------- Company has the requisite corporate power and authority to execute and deliver this Agreement, and has the requisite corporate power and authority to perform the Transactions. The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, and the consummation by the Company of the Transactions, have been duly and validly authorized by the Company Board of Directors, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by the Company of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Sub, is the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and, and has subject to the requisite corporate power and authority approval of the Merger by holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval"), to perform its obligations hereunder and consummate the Merger and the other Transactions. The execution execution, delivery and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, and the consummation by the Company of the TransactionsMerger, have been duly and validly authorized by its board of directors and, subject to receipt of the Company Board Stockholder Approval and the filing of Directorsthe Articles of Merger with the Department as required by the MGCL, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by the Company it of the Merger and the other Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCL. This Agreement has been duly executed and delivered by the Company and, subject to receipt of the Company Stockholder Approval (and assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Subthe other parties hereto), is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and remedies generally and (ii) general principles of equity (together with (i), the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought"Enforceability Exceptions").

Authorization; Validity of Agreement; Company Action. (a) The Company has the requisite full corporate power and authority to execute and deliver this AgreementAgreement and, and has subject to obtaining the requisite corporate power and authority necessary approv al of its shareholders, to perform consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery by the Company of, and the performance perfor mance by the Company of its obligations under, this Agreement, and the consummation consumma tion by the Company of the Transactionsit ▇▇ ▇▇e transactions contemplated hereby, have been duly and validly authorized by the Company its Board of DirectorsDirectors and, and except for obtaining the approval of its shareholders as contemplated by Section 1.8 hereof, no other corporate action on the part of the Company is necessary to authorize autho rize the execution and delivery by the Company of this Agreement and the consummation by the Company it of the Transactions, other than the adoption of this Agreement by (i) the holders of not less than 66-2/3% of the outstanding shares of Company Common Stock, Series B Preferred Stock and Series C Preferred Stock, as of the Record Date, voting together as a single class, (ii) holders of a majority of the outstanding shares of Series B Preferred Stock, as of the Record Date, voting as a separate class, and (iii) holders of a majority of the outstanding shares of Series C Preferred Stock, as of the Record Date, voting as a separate class, in each case in accordance with the Company Organizational Documents and Section 903 of the BCLtransactions contemplated hereby. This Agreement has been duly executed exe cuted and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Sub, is the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable equita ble defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the consummation of the transactions contemplated by this Agreement, including the Offer, the acquisition of Shares pursuant to the Offer and the Merger, including, but not limited to, all actions required to render the provisions of Part Thirteen of the TBCA restricting business combi nations with certain persons inapplicable to such transactions.