Common use of Authority and Enforceability; Non-Contravention Clause in Contracts

Authority and Enforceability; Non-Contravention. (a) Each of Parent and the Merger Subs has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder and consummate the Transactions. This Agreement and the other Transaction Documents have been (or will be) duly executed and delivered by each of Parent and the Merger Subs and, assuming the due authorization, execution and delivery by the other parties hereto and thereunder, represent valid and binding obligations of Parent and the Merger Subs, enforceable against Parent and the Merger Subs, respectively, in accordance with its terms, except, in each case, to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or other Applicable Law affecting or relating to creditors’ rights generally and general principles of equity. (b) The board of directors of Parent has (i) determined that this Agreement and the Merger and the other Transactions, including the issuance of Parent Stock hereunder, upon the terms and subject to the conditions set forth herein, are advisable, fair to, and in the best interests of, Parent and its stockholders and (ii) approved and declared advisable the execution, delivery, and performance of this Agreement and the consummation of the Transactions, including the issuance of the Share Consideration. The execution and delivery of this Agreement and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and the Merger Subs. No vote or consent of the holders of any class or series of share capital or other equity interest of Parent is necessary to approve this Agreement, the Merger or the other Transactions. (c) Except for (i) as required by applicable federal and state securities laws and the rules of the New York Stock Exchange (the “NYSE”) in connection with the issuance of the shares of Parent Stock issuable in the Merger, (ii) notification under the HSR Act and (iii) the filing of registration statements on Form S-3 and Form S-8 (“S-8 Registration Statement”) with the SEC after the Closing Date covering the Share Consideration and Assumed Options, respectively, the execution and delivery of this Agreement by Parent and the Merger Subs do not, and the consummation of the Transactions will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien (other than Permitted Liens) in or upon any of the properties or assets of the Acquired Companies under, or give rise to any payment under or any increased, additional, accelerated or guaranteed rights or entitlements under any provision of, or require any consent, approval or waiver from any Person pursuant to, (x) any provision of the articles or certificate of incorporation, as applicable, or bylaws or other equivalent organizational or governing documents of Parent and the Merger Subs, in each case as amended to date, (y) any material Contract of the Company or any Contract applicable to any of the assets of the Company, or (z) Applicable Law or Order, except where such conflict, violation, default, termination, cancellation or acceleration, individually or in the aggregate, would not (A) be material to Parent’s or the Merger Subs’ ability to consummate the Merger or to perform their respective obligations under this Agreement and (B) be a Parent Material Adverse Effect. (d) No consent, approval, qualification, Order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is necessary or required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery by Parent, Merger Sub I or Merger Sub II of this Agreement, the consummation by Parent, Merger Sub I and Merger Sub II of the Merger and the other Transactions to be completed as of the Effective Time or the compliance by the Company with the provisions of this Agreement, except for (x) the filing of the Second Certificate and the related certificate of organization of the Surviving Company with the office of the Secretary of State of the State of Delaware and (y) notification under the HSR Act.

Authority and Enforceability; Non-Contravention. (a) Each of Parent and the Merger Subs EQGP Party has all requisite corporate necessary power and authority to enter into execute and deliver this Agreement and the other Transaction Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder and consummate the Transactionstransactions contemplated hereby and thereby. This The execution, delivery and performance by each EQGP Party of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been (or duly authorized by all necessary entity action on the part of such EQGP Party, and no other entity action on the part of such EQGP Party is necessary to authorize the execution, delivery and performance by such EQGP Party of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the other Transaction Documents, when executed and delivered at the Closing, will be) , duly executed and delivered by each of Parent the EQGP Parties party hereto and thereto, as the Merger Subs case may be, and, assuming the due authorization, execution and delivery of this Agreement and the other Transaction Documents by the other parties EQM Parties party hereto and thereunderthereto, represent as the case may be, this Agreement constitutes, and the other Transaction Documents, when executed and delivered, will constitute, a legal, valid and binding obligations obligation of Parent and each of the Merger SubsEQGP Parties party hereto or thereto, as the case may be, enforceable against Parent and the Merger Subs, respectively, each of them in accordance with its their respective terms, except, in each case, to the extent except as such enforceability is subject to the effect of any enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Applicable Law similar laws affecting or relating to the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) The board of directors of Parent has (i) determined that this Agreement and the Merger and the other Transactions, including the issuance of Parent Stock hereunder, upon the terms and subject to the conditions set forth herein, are advisable, fair to, and in the best interests of, Parent and its stockholders and (ii) approved and declared advisable the execution, delivery, and performance of this Agreement and the consummation of the Transactions, including the issuance of the Share Consideration. The execution and delivery of this Agreement and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and the Merger Subs. No vote or consent of the holders of any class or series of share capital or other equity interest of Parent is necessary to approve this Agreement, the Merger or the other Transactions. (c) Except for (i) as required by applicable federal and state securities laws and the rules of the New York Stock Exchange (the “NYSE”) in connection with the issuance of the shares of Parent Stock issuable in the Merger, (ii) notification under the HSR Act and (iii) the filing of registration statements on Form S-3 and Form S-8 (“S-8 Registration Statement”) with the SEC after the Closing Date covering the Share Consideration and Assumed Options, respectively, Neither the execution and delivery of this Agreement or any other Transaction Document by Parent and the Merger Subs do notany EQGP Party, and nor the consummation by the EQGP Parties of the Transactions transactions contemplated hereby or thereby, nor compliance by the EQGP Parties with any of the terms or provisions of this Agreement or any other Transaction Document, will not(i) conflict with or violate any provision of the governing documents of the EQGP Parties, (ii) violate any Law applicable to the EQGP Parties, their respective Subsidiaries or any of their respective properties or assets, or (iii) violate, conflict with, or result in the loss of any violation ofbenefit under, constitute a default (or default under (an event which, with or without notice or lapse of time, or both), would constitute a default) under, result in the termination of or give rise to a right of terminationtermination or cancellation under, cancellation or acceleration of any obligation or loss of a benefit underaccelerate the performance required by, or result in the creation of any Lien (other than Permitted Liens) in or upon any of the respective properties or assets of the Acquired Companies under, EQGP Parties or give rise to any payment their respective Subsidiaries under or any increased, additional, accelerated or guaranteed rights or entitlements under any provision of, or require any consent, approval or waiver from any Person pursuant to, (x) any provision of the articles or certificate of incorporation, as applicable, or bylaws or other equivalent organizational or governing documents of Parent and the Merger Subs, in each case as amended to date, (y) any material Contract of the Company or any Contract applicable to any of the assets terms, conditions or provisions of the Companyany contract, commitment, agreement, indenture, mortgage or other instrument to which any EQGP Party or its Subsidiary is a party, or by which any EQGP Party’s or its Subsidiary’s properties or assets may be bound or affected, except, in the case of clauses (zii) Applicable Law and (iii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Order, except where such conflict, violation, default, termination, cancellation or accelerationLiens as, individually or in the aggregate, would not (A) reasonably be material expected to Parent’s or the Merger Subs’ ability to consummate the Merger or to perform their respective obligations under this Agreement and (B) be have a Parent Material Adverse Effect. (d) No consent, approval, qualification, Order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is necessary or required by or Effect with respect to Parent or any of its Subsidiaries in connection with the execution and delivery by Parent, Merger Sub I or Merger Sub II of this Agreement, the consummation by Parent, Merger Sub I and Merger Sub II of the Merger and the other Transactions to be completed as of the Effective Time or the compliance by the Company with the provisions of this Agreement, except for (x) the filing of the Second Certificate and the related certificate of organization of the Surviving Company with the office of the Secretary of State of the State of Delaware and (y) notification under the HSR ActEQGP Parties.

Authority and Enforceability; Non-Contravention. (a) Each of Parent and the Merger Subs Sub has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder and consummate the Transactions. This Agreement and the other Transaction Documents have been (or will be) duly executed and delivered by each of Parent and the Merger Subs Sub and, assuming the due authorization, execution and delivery by the other parties hereto and thereunder, represent valid and binding obligations of Parent and the Merger SubsSub, enforceable against Parent and the Merger Subs, respectively, Sub in accordance with its terms, except, in each case, to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or other Applicable Law affecting or relating to creditors’ rights generally and general principles of equityEnforceability Exceptions. (b) The board of directors of Parent has (i) determined that this Agreement and the Merger and the other Transactions, including the issuance of Parent Stock hereunder, upon the terms and subject to the conditions set forth herein, are advisable, fair to, and in the best interests of, Parent and its stockholders and (ii) approved and declared advisable the execution, delivery, and performance of this Agreement and the consummation of the Transactions, including the issuance of the Share Consideration. The execution and delivery of this Agreement and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub. Other than the Merger Subs. No Parent Written consent, no vote or consent of the holders of any class or series of share capital or other equity interest of Parent is necessary to approve this Agreement, the Merger Sub or the other Transactions. The board of directors of the Merger Sub has determined that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Merger Sub to its creditors. (c) Except for (i) as required by applicable federal All Parent Shares and state other securities laws to be issued under this Agreement and the rules rights thereto shall, when issued, be duly authorized, validly issued in compliance with Applicable Law, fully paid and non-assessable, free of the New York Stock Exchange any Liens. (the “NYSE”d) in connection with the issuance of the shares Each of Parent Stock issuable in the Mergerand Merger Sub and each of their respective directors, (ii) notification under the HSR Act officers and (iii) the filing of registration statements on Form S-3 and Form S-8 (“S-8 Registration Statement”) with the SEC after the Closing Date covering the Share Consideration and Assumed Options, respectively, the execution and delivery of this Agreement by Parent and the Merger Subs do notsubsidiaries has complied with, and to the consummation knowledge of the Transactions will not, conflict with, or result Parent is not in any violation of, or default under (and has not received any notices of violation with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien (other than Permitted Liens) in or upon any of the properties or assets of the Acquired Companies under, or give rise respect to any payment under or any increased, additional, accelerated or guaranteed rights or entitlements under any provision of, or require any consent, approval or waiver from any Person pursuant to, (x) any provision of the articles or certificate of incorporation, as applicable, or bylaws or other equivalent organizational or governing documents of Parent and the Merger Subs, in each case as amended to date, (y) any material Contract of the Company or any Contract applicable to any of the assets of the Company, or (z) Applicable Law or OrderLaw, except where such conflict, non-compliance or violation, default, termination, cancellation or acceleration, individually or in the aggregate, would not (A) reasonably be material expected to Parent’s or the Merger Subs’ ability to consummate the Merger or to perform their respective obligations under this Agreement and (B) be have a Parent Material Adverse Effect. (de) No Each of Parent and Merger Sub is, and has been in compliance with, all Permits which are required for the conduct of its business and any of the representations, except where such non-compliance, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. All such Permits are valid and in full force and effect, except where such failure to remain in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. Parent has not received any notice or other communication from any Governmental Body regarding any actual or possible violation, revocation, withdrawal, suspension, cancellation, termination or modification of any of its Permits, except where such violation, revocation, withdrawal, suspension, cancellation, termination or modification, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (f) Except for (i) the approvals set forth on Annex C and (ii) the filing of the Merger Proposals and the Amended Articles with the Companies Registrar and the issuance of the Certificate of Merger, no consent, approval, qualification, Order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is necessary or required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery by Parent, Merger Sub I Parent or Merger Sub II of this Agreement, the consummation by Parent, Merger Sub I and Merger Sub II Parent of the Merger and the other Transactions to be completed as of the Effective Time Closing or the compliance by the Company with the provisions of this Agreement, except for (x) as would not be material to Parent’s ability to consummate the filing of the Second Certificate and the related certificate of organization of the Surviving Company with the office of the Secretary of State of the State of Delaware and (y) notification under the HSR ActTransactions.

Authority and Enforceability; Non-Contravention. (a) Each of Parent and the Merger Subs has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder and consummate the Transactions. This Agreement and the other Transaction Documents have been (or will be) duly executed and delivered by each of Parent and the Merger Subs and, assuming the due authorization, execution and delivery by the other parties hereto and thereunder, represent valid and binding obligations of Parent and the Merger Subs, enforceable against Parent and the Merger Subs, respectively, in accordance with its terms, except, in each case, to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or other Applicable Law affecting or relating to creditors’ rights generally and general principles of equity. (b) The board of directors of Parent has (i) determined that this Agreement and the Merger and the other Transactions, including the issuance of Parent Stock hereunder, upon the terms and subject to the conditions set forth herein, are advisable, fair to, and in the best interests of, Parent and its stockholders and (ii) approved and declared advisable the execution, delivery, and performance of this Agreement and the consummation of the Transactions, including the issuance of the Share Consideration. The execution and delivery of this Agreement and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and the Merger Subs. No vote or consent of the holders of any class or series of share capital or other equity interest of Parent is necessary to approve this Agreement, the Merger or the other Transactions. (c) Except for (i) as required by applicable federal and state securities laws and the rules of the New York Stock Exchange (the “NYSE”) in connection with the issuance of the shares of Parent Stock issuable in the Merger, (ii) notification under the HSR Act and (iii) the filing of registration statements on Form S-3 and Form S-8 (“S-8 Registration Statement”) with the SEC after the Closing Date covering the Share Consideration and Assumed Options, respectively, the execution and delivery of this Agreement by Parent and the Merger Subs do not, and the consummation of the Transactions will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien (other than Permitted Liens) in or upon any of the properties or assets of the Acquired Companies under, or give rise to any payment under or any increased, additional, accelerated or guaranteed rights or entitlements under any provision of, or require any consent, approval or waiver from any Person pursuant to, (x) any provision of the articles or certificate of incorporation, as applicable, or bylaws or other equivalent organizational or governing documents of Parent and the Merger Subs, in each case as amended to date, (y) any material Contract of the Company or any Contract applicable to any of the assets of the Company, or (z) Applicable Law or Order, except where such conflict, violation, default, termination, cancellation or acceleration, individually or in the aggregate, would not (A) be material to Parent’s or the Merger Subs’ ability to consummate the Merger or to perform their respective obligations under this Agreement and (B) be a Parent Material Adverse Effect. (d) No consent, approval, qualification, Order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is necessary or required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery by Parent, Merger Sub I or Merger Sub II of this Agreement, the consummation by Parent, Merger Sub I and Merger Sub II of the Merger and the other Transactions to be completed as of the Effective Time or the compliance by the Company with the provisions of this Agreement, except for (x) the filing of the Second Certificate and the related certificate of organization of the Surviving Company with the office of the Secretary of State of the State of Delaware and (y) notification under the HSR Act.