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

Authority; Non-Contravention; Approvals. (a) The Company has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Merger, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the affirmative votes of the holders of a majority of the outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”).

Authority; Non-Contravention; Approvals. (a) The Company has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the MergerCompany Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than obtaining the approval and adoption of this Agreement and the Merger by the affirmative votes of the holders of a majority of the outstanding shares of Company Common Stock Stockholder Approval and the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The If required by the DGCL, the affirmative vote of the holders of a majority of the outstanding Company Common Stock Shares entitled to vote at a duly called and held meeting of the Company’s stockholders is will be the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”).

Authority; Non-Contravention; Approvals. (a) The Company has all necessary full corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder the CVR Agreement, the Initial Declaration of Trust (as defined below) and the Declaration of Trust and, subject to obtaining necessary stockholder the approval in connection with this Agreement and of the Mergerstockholders of the Company if required by the DGCL (the "Company Stockholder Approval"), to consummate the Merger transactions contemplated hereby and thereby. This Agreement, the CVR Agreement, the Initial Declaration of Trust and the other transactions contemplated by this Agreement. The execution, delivery and performance Declaration of Trust have been approved by the Company Board of this Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or execution and delivery of any such agreement or, except for the other Company Stockholder Approval (if required by the DGCL), the consummation by the Company of the transactions contemplated by this Agreement (other than the approval hereby and adoption thereby. Each of this Agreement and the Merger by the affirmative votes Initial Declaration of the holders of a majority of the outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement Trust has been duly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger SubSub (to the extent party thereto), constitutes a valid and legally binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as that such enforceability enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors' rights and remedies of creditors generally and the effect of (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equitable principles. The affirmative vote Upon execution and delivery of the holders CVR Agreement and the Declaration of a majority Trust by the Company, and assuming the due authorization, execution and delivery thereof by each of the outstanding Company Common Stock entitled to vote at other parties thereto, each of the CVR Agreement and the Declaration of Trust will constitute a duly called valid and held meeting legally binding agreement of the Company’s stockholders is the only vote of the holders of capital stock of , enforceable against the Company necessary in accordance with its terms, except that such enforcement may be subject to approve (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and adopt this Agreement and the Merger (the “Company Stockholder Approval”)ii) general equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company Each Seller has all necessary requisite corporate power and authority to execute and deliver this Agreement, Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with the transactions contemplated by this Agreement and the Merger, to consummate the Merger Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents and the performance by each Seller of the transactions contemplated by this Agreement. The execution, delivery Agreement and performance the Transaction Documents have been approved by the Company board of this Agreement, and the consummation by the Company directors of the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Companysuch Seller, and no other corporate or other proceedings on the part of the Company Seller and no approval or consent of such Seller’s shareholders or other interest holders of such Seller or any of its Affiliates are necessary to authorize the execution and delivery of this Agreement or to consummate and the Merger or Transaction Documents by such Seller and the other performance by such Seller of the transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the affirmative votes of the holders of a majority of the outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the DGCL)Transaction Documents. This Agreement has been been, and upon their execution the Transaction Documents will be, duly executed and delivered by the Company each Seller and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by Parent Purchasers, constitutes, and Merger Subupon their execution the Transaction Documents will constitute, constitutes a legal, valid and binding obligation obligations of the Company such Seller, enforceable against the Company such Seller in accordance with its terms, their respective terms except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar Laws laws affecting or relating to or affecting the creditors’ rights and remedies of creditors generally generally, and the effect of (ii) as to enforceability, general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”equity).

Authority; Non-Contravention; Approvals. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to the Company Stockholders’ Approval (as defined below), to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Merger, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance by the Company of this Agreement, the performance by the Company of its obligations hereunder, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on subject only to the part Company Stockholders’ Approval. The only vote or approval of the holders of any class or series of capital stock of the Company are necessary to authorize required for approval of this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by is the affirmative votes vote of the (i) holders of a majority of the outstanding shares of Company Common Stock, (ii) holders of 66⅔ of the Series A Preferred Stock voting as a separate class, and (iii) holders of 66⅔ of the filing and recordation Series B Preferred Stock voting as a separate class, entitled to vote thereon (the “Company Stockholders’ Approval”). There are no bonds, debentures, notes or other indebtedness of appropriate merger documents as required by the DGCL)Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Company Stockholders may vote. This Agreement has been duly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subthe Pyramid Entities, constitutes a valid and legally binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws relating to or laws affecting the creditors’ rights and remedies of creditors generally generally, and the effect of subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”equity).

Authority; Non-Contravention; Approvals. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this enter into the Merger Agreement and the MergerStock Option Agreement and subject to Company Stockholders' Approval and the Company Required Approvals, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, delivery and performance by of the Company of this Agreement, Merger Agreement and the Stock Option Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, thereby have been duly authorized by all necessary corporate action on the part of the Company's Board of Directors, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the execution and delivery of the Merger or the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger Stock Option Agreement and the consummation by the affirmative votes Company of the holders of a majority transactions contemplated hereby, except for receipt of the outstanding shares of Company Common Stock Stockholders' Approval and the filing obtaining of the Company Required Approvals. The Merger Agreement and recordation of appropriate merger documents as required by the DGCL). This Stock Option Agreement has have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Acquisition Sub, constitutes a constitute valid and legally binding obligation agreements of the Company enforceable against the Company it in accordance with its their respective terms, except as such enforceability to the extent that enforcement may be limited by bankruptcy, the laws of bankruptcy or insolvency, reorganization, moratorium or similar Laws laws relating to or affecting the rights and creditors' remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”)generally.

Authority; Non-Contravention; Approvals. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with enter into this Agreement and the MergerStock Option Agreement and subject to Company Stockholders' Approval and the Company Required Approvals, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the Stock Option Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, hereby have been duly authorized by all necessary corporate action on the part of the Company's Board of Directors, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than the approval execution and adoption delivery of this Agreement and the Merger Stock Option Agreement and the consummation by the affirmative votes Company of the holders of a majority transactions contemplated hereby, except for the receipt of the outstanding shares of Company Common Stock Stockholders' Approval and the filing and recordation obtaining of appropriate merger documents as required by the DGCL)Company Required Approvals. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Acquisition Sub, constitutes a valid and legally binding obligation agreements of the Company enforceable against the Company it in accordance with its their respective terms, except as such enforceability to the extent that enforcement may be limited by bankruptcy, the laws of bankruptcy or insolvency, reorganization, moratorium or similar Laws laws relating to or affecting the rights and creditors' remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”)generally.

Authority; Non-Contravention; Approvals. (a) The Company has all necessary full corporate power and authority to execute enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3(a)) and deliver the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. The Board of Directors of the Company has at a meeting duly called and held and at which a quorum was present and acting throughout, by the affirmative vote of the majority of the directors of the Company, (i) determined that this Agreement and the Merger are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, and (iii) resolved, in accordance with and subject to the terms of this Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with recommend adoption of this Agreement and the Merger, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of Company's stockholders and directed that this Agreement, and the consummation Agreement be submitted for consideration by the Company of the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, and no 's stockholders. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than the approval execution and adoption delivery of this Agreement and or, except for the Merger Company Stockholders' Approval, the consummation by the affirmative votes Company of the holders of a majority of the outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubSubsidiary, constitutes a valid and legally binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as that such enforceability enforcement may be limited by subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors' rights and remedies of creditors generally and the effect of (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”)equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to the Company Stockholders’ Approval, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Merger, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance by the Company of this Agreement, the performance by the Company of its obligations hereunder, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on subject only to the part Company Stockholders’ Approval. The only vote or approval of the holders of any class or series of Capital Stock of the Company are necessary to authorize required for approval of this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by is the affirmative votes vote of the (i) holders of a majority of the outstanding shares of Company Common Stock, and (ii) holders of two-thirds of the Company Preferred Stock and voting as a separate class, entitled to vote thereon (the filing and recordation “Company Stockholders’ Approval”). There are no bonds, debentures, notes or other indebtedness of appropriate merger documents as required by the DGCL)Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Company Stockholders may vote. This Agreement has been duly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subthe Yuma Entities, constitutes a valid and legally binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws relating to or affecting the creditors’ rights and remedies of creditors generally generally, and the effect of subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability enforcement is considered sought in a proceeding at Law or in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”equity).

Authority; Non-Contravention; Approvals. (a) The Company Each of Purchaser and Purchaser Parent has all necessary requisite corporate power and authority to execute and deliver this Agreement, the Transaction Agreements to which it is a party and to perform its respective obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Merger, to consummate the Merger and the other transactions contemplated by this Agreementthe Transaction Agreements to which it is a party. The execution, execution and delivery of the Transaction Agreements to which each of Purchaser and Purchaser Parent is a party and the performance by the Company each of this Agreement, Purchaser and Purchaser Parent of its respective obligations and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, the Transaction Agreements to which it is a party have been duly authorized approved by all necessary corporate action on the part its board of the Companydirectors, and no other corporate or other proceedings on the part of the Company either Purchaser or Purchaser Parent are necessary to authorize this Agreement or the execution and delivery of the Transaction Agreements to consummate which it is a party, and the Merger or performance by each of Purchaser and Purchaser Parent of its respective obligations and the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the affirmative votes of the holders of Transaction Agreements to which it is a majority of the outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the DGCL)party. This Agreement has been duly executed and delivered by each of Purchaser and Purchaser Parent, and on the Company Closing Date each of the other Transaction Agreements to which each of Purchaser and Purchaser Parent is a party will be, duly executed and delivered by Purchaser or Purchaser Parent, as applicable, and, assuming the due authorization, execution and delivery by Parent and Merger Subeach of the other parties to each of the Transaction Agreements, constitutes a legal, valid and binding obligation of the Company Purchaser or Purchaser Parent, as applicable, enforceable against the Company Purchaser or Purchaser Parent, as applicable, in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar Laws relating to affecting creditors’ rights generally or affecting the rights and remedies of creditors generally and the effect of by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”)equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject to obtaining necessary stockholder approval in connection with this Agreement and by the MergerCompany stockholders, to consummate the Merger and the other transactions contemplated by this Agreementtransactions. The execution, delivery and performance This Agreement has been approved by the Company Board of this Agreement, and the consummation by Directors of the Company of the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the approval of the Company's stockholders, the consummation by the Company of the transactions. The only vote of holders of any class or series of capital stock of the Company or any Subsidiary necessary to consummate adopt and approve this Agreement and the Merger or is the other transactions contemplated by this Agreement (other than the adoption and approval and adoption of this Agreement and the Merger by the affirmative votes of the holders of a majority of the total number of outstanding shares of Company Common Stock and Company Preferred Stock entitled to vote (the filing and recordation "Company Stockholders' Approval"). The affirmative vote of appropriate merger documents the holders of any capital stock or other securities (or any separate class thereof) of the Company or any Subsidiary is not necessary to consummate the Merger or any transaction contemplated by this Agreement other than as required by set forth in the DGCL)preceding sentence. This Agreement has been duly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubAcquisition, constitutes a valid and legally binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as that such enforceability enforcement may be limited by subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors' rights and remedies of creditors generally and the effect of (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”)equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company Each of the Acquiring Companies has all necessary the requisite corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to the Parent Written Consent, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Merger, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance by each of the Company Acquiring Companies of this Agreement, the performance by each of the Acquiring Companies of its obligations hereunder and the consummation by the Company each of the Merger and Acquiring Companies of the other transactions contemplated by this Agreement, hereby have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part each of the Company are necessary Acquiring Companies, subject only to authorize this Agreement or the Parent Written Consent, to consummate the Merger or the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement by Parent as sole stockholder of Merger Sub immediately following the execution hereof, and the filing and recordation of the Articles of Merger by the pursuant to Florida Law. The affirmative votes vote of the holders of a majority in voting power of the outstanding shares of Company Common Parent Super Voting Stock and outstanding on the filing and recordation applicable record date (“Parent Requisite Vote”) is the only vote of appropriate merger documents as required by the DGCL)holders of any class or series of Parent Capital Stock necessary to adopt or approve the matters set forth in the Parent Written Consent. This Agreement has been duly executed and delivered by each of the Company Acquiring Companies and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, the Company this Agreement constitutes a the valid and binding obligation of each of the Company Acquiring Companies, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar Laws relating to or affecting the rights laws and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”)equity.

Authority; Non-Contravention; Approvals. (a) The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Merger, Company Shareholders' Approval (as defined herein) to consummate the Merger and the other transactions contemplated by this Agreementtransactions. The execution, delivery and performance This Agreement has been approved by the Company Board of this Agreement, and the consummation by Directors of the Company of the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Shareholders' Approval, the consummation by the Company of the transactions. The only vote of holders of any class or series of capital stock of the Company or any of its subsidiaries necessary to consummate adopt and approve this Agreement and the Merger or is the other transactions contemplated by this Agreement (other than the adoption and approval and adoption of this Agreement and the Merger by the affirmative votes of the holders of a majority of the total number of outstanding shares of Company Series I Common Stock and entitled to vote at the filing and recordation Shareholders Meeting (the "Company Shareholders' Approval"). The affirmative vote of appropriate merger documents the holders of any capital stock or other securities (or any separate class thereof) of the Company or any of its subsidiaries is not necessary to consummate the Merger or any transaction contemplated by this Agreement other than as required by set forth in the DGCL)preceding sentence. This Agreement has been duly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubSubsidiary, constitutes a valid and legally binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as that such enforceability enforcement may be limited by subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors' rights and remedies of creditors generally and the effect of (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”)equitable principles.

Authority; Non-Contravention; Approvals. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to Company Stockholder Approval, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Merger, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The executionexecution and delivery of this Agreement by Company, delivery and the performance by the Company of this Agreement, its obligations hereunder and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to Company Stockholder Approval and no other corporate proceedings on the part filing and recordation of the Company are necessary Certificate of Merger pursuant to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the DGCL. The affirmative votes vote of the holders of a majority of the outstanding shares of Company Common Stock (“Company Stockholder Approval”) is the only vote of the holders of any class or series of Company Capital Stock necessary to adopt this Agreement and approve the filing Merger and recordation of appropriate merger documents as required all other transactions contemplated by the DGCL)this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a the valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws relating to or laws affecting the enforcement of creditors’ rights and remedies of creditors generally and the effect of general by principles of equity (regardless regarding the availability of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”)remedies.

Authority; Non-Contravention; Approvals. (a) The Company has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the MergerCompany Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The Subject to obtaining the Company Stockholder Approval, the execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings actions on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than (i) obtaining the approval and adoption of this Agreement and the Merger by the affirmative votes of the holders of a majority of the outstanding shares of Company Common Stock and Stockholder Approval, (ii) the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCL)DGCL and (iii) filings by the Company required by the HSR Act. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at lawLaw). The affirmative vote of the holders of a majority of the issued and outstanding Company Common Stock Shares (i) entitled to vote at a duly called and held meeting of the Company’s Company stockholders is or (ii) action by written consent as permitted by the Company Bylaws, will be the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”).

Authority; Non-Contravention; Approvals. (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this AgreementAgreement and, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Merger, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution, execution and delivery and performance by the Company of this Agreement, the performance by the Company of its obligations hereunder, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby, have been duly authorized by all necessary corporate action on the part of the Company, Company and the Company Stockholders. There is no other corporate proceedings on requirement in the part Company Shareholders’ Agreement to hold a meeting of the Company are necessary Stockholders to authorize approve this Agreement or the Merger. A Company Stockholder may transfer some or all of its Company Stock to consummate any person in respect of a corporate merger under clause 6.4.2 of the Company Shareholders’ Agreement. 88.9% of Company Stockholders committed to selling their Company Stock in the Pre-Merger Agreement dated October 8, 2019. These Company Stockholders are entitled to require the remaining Company Stockholders to dispose all of their Company Stock to the Merger or the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the affirmative votes Subsidiary pursuant to section 8.1 of the holders of a majority Company Shareholders’ Agreement. There are no bonds, debentures, notes or other indebtedness of the outstanding shares of Company Common Stock and having the filing and recordation of appropriate merger documents as required by right to vote (or convertible into, or exchangeable for, securities having the DGCL)right to vote) on any matters on which the Company Stockholders may vote. This Agreement has been duly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subthe SES Entities, constitutes a valid and legally binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws relating to or affecting the creditors’ rights and remedies of creditors generally generally, and the effect of subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability enforcement is considered sought in a proceeding at Law or in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”equity).

Authority; Non-Contravention; Approvals. (a) The Company has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the MergerCompany Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than obtaining the approval and adoption of this Agreement and the Merger by the affirmative votes of the holders of a majority of the outstanding shares of Company Common Stock Stockholder Approval and the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock Shares entitled to vote at a duly called and held meeting of the Company’s 's stockholders is will be the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “"Company Stockholder Approval”").

Authority; Non-Contravention; Approvals. (a) The Company has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the Merger, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the affirmative votes of the holders of a majority of the outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at a duly called and held meeting of the Company’s 's stockholders is the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “Company Stockholder Approval”"COMPANY STOCKHOLDER APPROVAL").

Authority; Non-Contravention; Approvals. (a) The Company has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary stockholder approval in connection with this Agreement and the MergerCompany Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than obtaining the approval and adoption of this Agreement and the Merger by the affirmative votes of the holders of a majority of the outstanding shares of Company Common Stock Stockholder Approval and the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The If required by the DGCL, the affirmative vote of the holders of a majority of the outstanding Company Common Stock Shares entitled to vote at a duly called and held meeting of the Company’s 's stockholders is will be the only vote of the holders of capital stock of the Company necessary to approve and adopt this Agreement and the Merger (the “"Company Stockholder Approval”").