Common use of Authority; Non-Contravention; Approvals Clause in Contracts

Authority; Non-Contravention; Approvals. (a) EChapman and Merger Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to EChapman Required Statutory Approvals (as defined in Section 4.3(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards of Directors of EChapman and Merger Subsidiary and by the sole stockholder of EChapman and Merger Subsidiary, and no other corporate proceedings on the part of EChapman or Merger Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by EChapman and Merger Subsidiary of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of EChapman and Merger Subsidiary, and, assuming the due authorization, execution and delivery hereof by CCMH, constitutes a valid and legally binding agreement of each of EChapman and Merger Subsidiary, enforceable against each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) EChapman Parent and Merger Subsidiary each have full all necessary corporate power and authority to enter into this Agreement and, subject to EChapman Required Statutory Approvals (as defined in Section 4.3(c)), and to consummate the transactions contemplated hereby. The Parent Common Stock issued pursuant to Article III will, when issued, be duly authorized, validly issued, fully paid and nonassessable, and no shareholder of Parent will have any preemptive right of subscription or purchase in respect thereof. This Agreement has been approved by the Boards of Directors of EChapman Parent and Merger Subsidiary and by the sole stockholder of EChapman and Merger Subsidiary, and no other corporate proceedings on the part of EChapman Parent or Merger Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by EChapman Parent and Merger Subsidiary of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of EChapman Parent and Merger Subsidiary, and, assuming the due authorization, execution and delivery hereof by CCMHthe Company and the Company Shareholders, constitutes a valid and legally binding agreement of each of EChapman Parent and Merger Subsidiary, Subsidiary enforceable against each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) EChapman and Merger Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to EChapman Required Statutory Approvals (as defined in Section 4.3(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards of Directors of EChapman and Merger Subsidiary and by the sole stockholder of EChapman and Merger Subsidiary, and no other corporate proceedings on the part of EChapman or Merger Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by EChapman and Merger Subsidiary of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of EChapman and Merger Subsidiary, and, assuming the due authorization, execution and delivery hereof by CCMHCHI, constitutes a valid and legally binding agreement of each of EChapman and Merger Subsidiary, enforceable against each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) EChapman Parent and Merger Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to EChapman Required Statutory Approvals (as defined in Section 4.3(c)), and to consummate the transactions contemplated hereby, including without limitation, the consummation of the financing of the Merger pursuant to the Financing Commitments (as defined in Section 3.05) (the "Financing"). This Agreement has been approved by the Boards of Directors of EChapman Parent and Merger Subsidiary and by the sole stockholder of EChapman and Merger Subsidiary, and no other corporate proceedings on the part of EChapman Parent or Merger Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by EChapman Parent and Merger Subsidiary of the transactions contemplated hereby, including without limitation, the Financing. This Agreement has been duly executed and delivered by each of EChapman Parent and Merger Subsidiary, Subsidiary and, assuming the due authorization, execution and delivery hereof by CCMHthe Company, constitutes a valid and legally binding agreement of each of EChapman Parent and Merger Subsidiary, Subsidiary enforceable against each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) EChapman Parent and Merger Subsidiary each have full all necessary corporate power and authority to enter into this Agreement and, subject to EChapman the Parent Required Statutory Approvals (as defined in Section 4.3(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards of Directors of EChapman Parent and Merger Subsidiary and by the sole stockholder of EChapman and Merger Subsidiary, and no other corporate proceedings on the part of EChapman Parent or Merger Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by EChapman Parent and Merger Subsidiary of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of EChapman Parent and Merger Subsidiary, and, assuming the due authorization, execution and delivery hereof by CCMH, the Company constitutes a valid and legally binding agreement of each of EChapman Parent and Merger Subsidiary, Subsidiary enforceable against each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) EChapman The Parent and Merger Subsidiary each have full corporate or organizational power and authority to enter into this Agreement and, subject to EChapman Required Statutory Approvals (as defined in Section 4.3(c)), and to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Boards of Directors of EChapman the Parent and Merger Subsidiary and by the sole stockholder of EChapman and Merger Subsidiary, and no other corporate or similar proceedings on the part of EChapman the Parent or Merger Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by EChapman the Parent and Merger Subsidiary of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of EChapman Parent and Merger Subsidiary, Subsidiary and, assuming the due authorization, execution and delivery hereof by CCMHMRG and the Company, constitutes a valid and legally binding agreement of each of EChapman Parent and Merger Subsidiary, Subsidiary enforceable against each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to enforcement of creditors' rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) EChapman The Parent and Merger Subsidiary each have full corporate or organizational power and authority to enter into this Agreement and, subject to EChapman Required Statutory Approvals (as defined in Section 4.3(c)), and to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Boards of Directors of EChapman the Parent and Merger Subsidiary and by the sole stockholder of EChapman and Merger Subsidiary, and no other corporate or similar proceedings on the part of EChapman the Parent or Merger Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by EChapman the Parent and Merger Subsidiary of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of EChapman Parent and Merger Subsidiary, Subsidiary and, assuming the due authorization, execution and delivery hereof by CCMHMRG and the Company, constitutes a valid and legally binding agreement of each of EChapman Parent and Merger Subsidiary, Subsidiary enforceable against each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to enforcement of creditors' ’ rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) EChapman Parent and Merger Subsidiary Purchaser each have full corporate or similar power and authority to enter into this Agreement and, subject to EChapman the Parent Required Statutory Approvals (as defined in Section 4.3(c3.3(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards of Directors of EChapman Purchaser and the manager of Parent, and except for the adoption of the Plan of Merger Subsidiary and by the sole stockholder Board of EChapman and Merger SubsidiaryDirectors of Purchaser, and no other corporate or company proceedings on the part of EChapman Parent or Merger Subsidiary Purchaser are necessary to authorize the execution and delivery of this Agreement or the consummation by EChapman Parent and Merger Subsidiary Purchaser of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of EChapman Parent and Merger SubsidiaryPurchaser, and, assuming the due authorization, execution and delivery hereof by CCMHthe Company, constitutes a valid and legally binding agreement of each of EChapman Parent and Merger Subsidiary, Purchaser enforceable against each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, generally and (ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) EChapman Parent and Merger Subsidiary each have full corporate all requisite limited liability company power and authority to enter into this Agreement and, subject to EChapman Required Statutory Approvals (as defined in Section 4.3(c)), and to consummate the Merger and the other transactions contemplated hereby. This Agreement has been approved by the Boards Manager of Directors Parent and adopted by the Manager of EChapman and Merger Subsidiary and the Merger has been approved by the sole stockholder member of EChapman and Merger Subsidiary, and no Subsidiary in accordance with applicable law. No other corporate proceedings limited liability company proceeding on the part of EChapman Parent or Merger Subsidiary are is necessary to authorize the execution and delivery of this Agreement or the consummation by EChapman Parent and Merger Subsidiary of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of EChapman Parent and Merger Subsidiary, and, assuming the due authorization, execution and delivery hereof by CCMHthe Company, constitutes a valid and legally binding agreement of each of EChapman Parent and Merger Subsidiary, enforceable against each of them in accordance with its terms, except to the extent that such enforcement enforceability may be subject to (i) limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws affecting or of general applicability relating to enforcement or affecting creditors’ rights or by a court’s application of creditors' rights generally, and (ii) general equitable principles.