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

Authority; Non-Contravention; Approvals. 5.4.1 Compass has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors and stockholders of Compass, and no other corporate proceedings on the part of Compass are necessary to authorize the execution and delivery of this Agreement or the consummation by Compass of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Compass, and, assuming the due authorization, execution and delivery hereof by the Company and the Stockholders, constitutes a valid and legally binding agreement of Compass, enforceable against Compass 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. 5.4.2 The execution and delivery of this Agreement by Compass does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of Compass under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-laws of Compass, as applicable, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to Compass or any of its properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Compass is now a party or by which Compass or any of its properties or assets, may be bound or affected. The consummation by Compass of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing) Compass Required Statutory Approvals (hereinafter defined) and, in the case of the terms, conditions or provisions of the items described in clause (iii) above, to obtaining (prior to the Closing) consents required from commercial lenders, lessors or other third parties, all of which required consents are listed on Schedule 5.4.2. -------------- 5.4.3 Except for (i) the filing of the Registration Statement the SEC pursuant to the 1933 Act, and (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities, (the filings and approvals referred to in clauses (i) and (ii) are collectively referred to as the "Compass Required Statutory Approvals") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Compass or the consummation by Compass of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of Compass (a "Compass Material Adverse Effect").

Authority; Non-Contravention; Approvals. 5.4.1 Compass (a) The Company has all requisite full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors and stockholders the Company Shareholders of Compassthe Company, and no other corporate proceedings on the part of Compass the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by Compass the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Compassthe Company, and, assuming the due authorization, execution and delivery hereof by the Company Parent and the StockholdersSubsidiary, constitutes a valid and legally binding agreement of Compassthe Company, enforceable against Compass the Company 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. 5.4.2 (b) The execution and delivery of this Agreement by Compass does the Company do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of Compass the Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) the Certificate of Incorporation respective charters or Byby-laws of Compass, as applicablethe Company or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority governmental authority applicable to Compass the Company or any of its subsidiaries or any of their respective properties or assets, assets or (iii) except as disclosed in Schedule 5.5(b), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Compass the Company or any of its subsidiaries is now a party or by which Compass the Company or any of its subsidiaries or any of their respective properties or assets, assets may be bound or affected. The consummation by Compass , excluding those violations, conflicts, breaches, defaults, terminations, accelerations or creations of the transactions contemplated hereby will not result in any violationliens, conflictsecurity interests, breach, right of termination charges or acceleration or creation of liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the preceding sentence, subjectencumbrances that would not, in the case aggregate, have a Company Material Adverse Effect. (c) Except for the making of the termsMerger Filing, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing) Compass Required Statutory Approvals (hereinafter defined) and, in the case of the terms, conditions or provisions of the items described in clause (iii) above, to obtaining (prior to the Closing) consents required from commercial lenders, lessors or other third parties, all of which required consents are listed on Schedule 5.4.2. -------------- 5.4.3 Except for (i) the filing of the Registration Statement the SEC pursuant to the 1933 Act, and (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities, (the filings and approvals referred to in clauses (i) and (ii) are collectively referred to as the "Compass Required Statutory Approvals") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Compass the Company or the consummation by Compass the Company of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of Compass (a "Compass Company Material Adverse Effect"). (d) All governmental waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby, and all consents from lenders required to consummate the Merger, have been obtained and are in effect at the Effective Time.

Authority; Non-Contravention; Approvals. 5.4.1 Compass (a) The Company has all requisite full corporate power and authority to enter into this Agreement and and, subject to the Company Stockholders' Approval (as defined in Section 6.01(a)) with respect solely to the Merger, to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors and stockholders of Compassthe Company, and no other corporate proceedings on the part of Compass the Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Company Stockholders' Approval with respect solely to the Merger, the consummation by Compass the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Compassthe Company, and, assuming the due authorization, execution and delivery hereof by the Company Parent and the StockholdersMerger Subsidiary, constitutes a valid and legally binding agreement of Compassthe Company, enforceable against Compass the Company 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. 5.4.2 (b) The execution execution, delivery and delivery performance of this Agreement by Compass does the Company and the consummation of the Merger and the transactions contemplated hereby do not and will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any Lien lien, security interest or encumbrance upon any of the properties or assets of Compass the Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) the Certificate respective certificates of Incorporation incorporation or By-laws bylaws of Compass, as applicablethe Company or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority governmental authority applicable to Compass the Company or any of its subsidiaries or any of their respective properties or assets, subject, in the case of consummation, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals (as defined in Section 4.04(c)) and the Company Stockholders' Approval, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which Compass the Company or any of its subsidiaries is now a party or by which Compass the Company or any of its subsidiaries or any of their respective properties or assets, assets may be bound or affected. The consummation by Compass of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) aboveconsummation, to obtaining (prior to the Closing) Compass Required Statutory Approvals (hereinafter defined) and, in the case of the terms, conditions or provisions of the items described in clause (iii) above, to obtaining (prior to the ClosingEffective Time) consents required from commercial lenders, lessors or other third partiesparties as specified in Section 4.04(b) of the Company Disclosure Schedule. Excluded from the foregoing sentence of this paragraph (b), all insofar as it applies to the terms, conditions or provisions described in clauses (ii) and (iii) of which required consents this paragraph (b), are listed on Schedule 5.4.2. --------------such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests or encumbrances that would not reasonably be expected to have a Company Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. 5.4.3 (c) Except for (i) the filings by the Company required by the HSR Act, (ii) the filing of the Registration Proxy Statement with the SEC pursuant to the 1933 Exchange Act, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in connection with the Merger, (iv) any filings with or approvals from authorities required solely by virtue of the jurisdictions in which Parent or its subsidiaries conduct any business or own any assets and (iiv) the declaration of the effectiveness thereof by the SEC and, if required, any required filings with various state blue sky or approvals from applicable domestic or foreign environmental authorities, public service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (v) and (iithose disclosed in Section 4.04(c) of the Company Disclosure Schedule are collectively referred to as the "Compass Company Required Statutory Approvals") ), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Compass the Company or the consummation by Compass the Company of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, not reasonably be expected to have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of Compass (a "Compass Company Material Adverse Effect")Effect and would not prevent or materially delay the consummation of the Merger.

Authority; Non-Contravention; Approvals. 5.4.1 Compass has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors and stockholders of Compass, and no other corporate proceedings on the part of Compass are necessary to authorize the execution and delivery of this Agreement or the consummation by Compass of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Compass, and, assuming the due authorization, execution and delivery hereof by the Company and the StockholdersStockholder, constitutes a valid and legally binding agreement of Compass, enforceable against Compass 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. 5.4.2 The execution and delivery of this Agreement by Compass does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of Compass under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-laws of Compass, as applicable, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to Compass or any of its properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Compass is now a party or by which Compass or any of its properties or assets, may be bound or affected. The consummation by Compass of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing) Compass Required Statutory Approvals (hereinafter defined) and, in the case of the terms, conditions or provisions of the items described in clause (iii) above, to obtaining (prior to the Closing) consents required from commercial lenders, lessors or other third parties, all of which required consents are listed on Schedule 5.4.2. -------------- 5.4.3 Except for (i) the filing of the Registration Statement the SEC pursuant to the 1933 Act, and (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities, (the filings and approvals referred to in clauses (i) and (ii) are collectively referred to as the "Compass Required Statutory Approvals") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Compass or the consummation by Compass of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of Compass (a "Compass Material Adverse Effect").

Authority; Non-Contravention; Approvals. 5.4.1 Compass has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors and stockholders of Compass, and no other corporate proceedings on the part of Compass are necessary to authorize the execution and delivery of this Agreement or the consummation by Compass of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Compass, and, assuming the due authorization, execution and delivery hereof by the Company and the Stockholders, constitutes a valid and legally binding agreement of Compass, enforceable against Compass 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. 5.4.2 The execution and delivery of this Agreement by Compass does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of Compass under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-laws of Compass, as applicable, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to Compass or any of its properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Compass is now a party or by which Compass or any of its properties or assets, may be bound or affected. The consummation by Compass of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing) Compass Required Statutory Approvals (hereinafter defined) and, in the case of the terms, conditions or provisions of the items described in clause (iii) above, to obtaining (prior to the Closing) consents required from commercial lenders, lessors or other third parties, all of which required consents are listed on Schedule 5.4.2. --------------. 5.4.3 Except for (i) the filing of the Registration Statement the SEC pursuant to the 1933 Act, and (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities, (the filings and approvals referred to in clauses (i) and (ii) are collectively referred to as the "Compass Required Statutory Approvals") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Compass or the consummation by Compass of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of Compass (a "Compass Material Adverse Effect").