use,
voting, transfer, receipt of income or other exercise of any attributes of free
and clear ownership by a current holder, other than the Liens set forth on
Schedule 3(a), and no such Subsidiary owns Capital Stock or holds an equity or
similar interest in any other Person.
b.
Authority; Authorization; Enforcement; Validity.
(I)
SUBJECT TO RECEIPT OF THE SHAREHOLDER APPROVAL (AS DEFINED BELOW)
(PRIOR TO THE ISSUANCE OF THE COMMON SHARES), AND THE FILING WITH THE SECRETARY
OF STATE OF MINNESOTA OF THE RESTATED CHARTER (PRIOR TO THE ISSUANCE OF THE
COMMON SHARES), THE COMPANY AND EACH OF THE SUBSIDIARIES HAS THE REQUISITE
CORPORATE, PARTNERSHIP OR LIMITED LIABILITY COMPANY POWER AND AUTHORITY TO ENTER
INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE ISSUANCE OF
THE COMMON SHARES, AND UNDER THE REGISTRATION RIGHTS AGREEMENT, THE MANAGEMENT
SERVICES AGREEMENT (AS DEFINED BELOW), THE AMENDED AND RESTATED CREDIT AGREEMENT
AND EACH OF THE OTHER TRANSACTION DOCUMENTS AND TO CONSUMMATE THE TRANSACTIONS.
6
(II)
THE EXECUTION AND DELIVERY OF THE TRANSACTION DOCUMENTS BY THE
COMPANY AND THE APPLICABLE SUBSIDIARIES AND THE CONSUMMATION BY THE COMPANY AND
THE SUBSIDIARIES OF THE TRANSACTIONS, INCLUDING THE ISSUANCE OF COMMON SHARES
AND THE ELECTION OR APPOINTMENT OF THE BUYER DESIGNEES (AS DEFINED BELOW) TO THE
COMPANY BOARD PURSUANT TO SECTION 5(A) HEREOF, HAVE BEEN DULY AUTHORIZED BY EACH
OF THE COMPANY BOARD, THE COMMITTEE AND EACH OF THE SUBSIDIARIES' RESPECTIVE
BOARDS OF DIRECTORS, AND NO FURTHER CONSENT OR AUTHORIZATION IS REQUIRED BY OR
OF THE COMPANY, ANY OF THE SUBSIDIARIES OR ANY OF THE COMPANY BOARD (OR ANY
COMMITTEE THEREOF, INCLUDING THE COMMITTEE) OR THE SHAREHOLDERS, ANY OF THE
SUBSIDIARIES' BOARDS OF DIRECTORS, OTHER EQUITYHOLDERS OR HOLDERS OF BENEFICIAL
INTERESTS OF THE COMPANY, EXCEPT FOR THE SHAREHOLDER APPROVAL.
WITHOUT LIMITING
THE FOREGOING, EACH OF THE COMPANY BOARD AND THE COMMITTEE HAS, BY THE VOTE OF A
REQUISITE MAJORITY OF THE DIRECTORS SERVING THEREON, (A)(I) DETERMINED THAT IT
IS IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS, AND DECLARED IT
ADVISABLE, TO ENTER INTO THIS AGREEMENT WITH THE BUYERS, AND (II) APPROVED THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE CONSUMMATION OF
THE TRANSACTIONS, INCLUDING THE ISSUANCE OF THE COMMON SHARES TO THE BUYERS AND
THE ADOPTION OF A SECOND RESTATED BYLAWS OF THE RESTATED BYLAWS; (B) APPROVED A
RESOLUTION ADOPTING THE RESTATED CHARTER, AND RESOLVED TO SUBMIT TO THE
SHAREHOLDERS OF THE COMPANY THE RESTATED CHARTER FOR APPROVAL AT A MEETING OF
THE SHAREHOLDERS OF THE COMPANY; AND (C) RESOLVED TO RECOMMEND THE ADOPTION OF
THE PROPOSALS BY THE SHAREHOLDERS OF THE COMPANY.
THE ONLY VOTES OF THE
COMPANY'S SHAREHOLDERS REQUIRED TO APPROVE AND ADOPT THE TRANSACTION DOCUMENTS
AND THE TRANSACTIONS ARE, IN THE CASE OF EACH OF THE PROPOSALS, THE AFFIRMATIVE
VOTE OF THE HOLDERS OF THE GREATER OF (1) A MAJORITY OF THE VOTING POWER OF THE
SHARES OF COMMON STOCK PRESENT IN PERSON OR REPRESENTED BY PROXY AND ENTITLED TO
VOTE ON SUCH BUSINESS AT A DULY