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

Authority; Non-Contravention; Approvals. (a) Except as set forth on Schedule 5.3, Compost has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors and shareholders of Compost and no other corporate proceedings on the part of the Company or Compost are necessary to authorize the execution and delivery of this Agreement or the consummation by Compost of the transactions contemplated hereby. The only approval of the holders in any class or series of Compost's or the Company's capital stock that is necessary to consummate the transactions contemplated by this Agreement is the approval and adoption of this Agreement by the holders of a majority of the votes entitled to be cast by holders of the Compost Common Stock, with each share of Compost Common Stock entitled to one vote per share (the "Compost Stockholders' Approval"). The Compost Stockholders' Approval has been obtained by written consent effected in accordance with Compost's articles of incorporation and bylaws and all applicable laws. Contemporaneously with the execution and delivery of this Agreement, the stockholders of Compost referenced in Exhibit K have executed and delivered to the Purchaser the written consents and voting and proxy agreements attached hereto as Exhibit K (collectively, the "Stockholder Consents"). The Stockholder Consents are irrevocable and coupled with an interest. This Agreement has been duly executed and delivered by Compost, and, assuming the due authorization, execution and delivery hereof by Purchaser, constitutes a valid and legally binding agreement of Compost, enforceable against Compost in accordance with its terms.

Authority; Non-Contravention; Approvals. (a) Except as set forth on Schedule 5.3, Compost CPT has full all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to obtaining the Required CPT Stockholder Vote, to consummate the CPT Merger and the other transactions contemplated herebyby this Agreement. This Agreement has Subject to obtaining the Required CPT Stockholder Vote, the execution, delivery and performance by CPT of this Agreement, and the consummation by CPT of the CPT Merger and the other transactions contemplated by this Agreement, have been approved duly authorized by the Board of Directors and shareholders of Compost and no other all necessary corporate proceedings action on the part of CPT, and no other actions on the Company or Compost part of CPT are necessary to authorize the execution and delivery of this Agreement or the consummation by Compost of the transactions contemplated hereby. The only approval of the holders in any class or series of Compost's or the Company's capital stock that is necessary to consummate the CPT Merger or the other transactions contemplated by this Agreement is other than (i) obtaining the approval Required CPT Stockholder Vote, (ii) the filing and adoption recordation of this Agreement the CPT Certificate of Merger as required by the holders of a majority of DGCL and (iii) filings by CPT as may be required by the votes entitled to be cast by holders of the Compost Common Stock, with each share of Compost Common Stock entitled to one vote per share (the "Compost Stockholders' Approval"). The Compost Stockholders' Approval has been obtained by written consent effected in accordance with Compost's articles of incorporation and bylaws and all applicable laws. Contemporaneously with the execution and delivery of this Agreement, the stockholders of Compost referenced in Exhibit K have executed and delivered to the Purchaser the written consents and voting and proxy agreements attached hereto as Exhibit K (collectively, the "Stockholder Consents"). The Stockholder Consents are irrevocable and coupled with an interestHSR Act. This Agreement has been duly executed and delivered by Compost, CPT and, assuming the due authorization, execution and delivery hereof by PurchaserInuvo, constitutes a valid and legally binding agreement obligation of Compost, CPT enforceable against Compost CPT 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 issued and outstanding CPT Common Stock (i) entitled to vote at a duly called and held meeting of CPT stockholders or (ii) action by written consent as permitted by the CPT Bylaws, will be the only vote of the holders of capital stock of CPT necessary to approve and adopt this Agreement and the Merger (the “Required CPT Stockholder Vote”). (b) Parent has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and constitutes a valid and binding agreement of Parent enforceable against it 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). (c) CPT Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by CPT Merger Sub and constitutes a valid and binding agreement of CPT Merger Sub enforceable against it 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). (d) Inuvo Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Inuvo Merger Sub and constitutes a valid and binding agreement of Inuvo Merger Sub enforceable against it 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). (e) Except as disclosed in Section 4.4(e) of the CPT Disclosure Schedule, the execution, delivery and performance of this Agreement by CPT, CPT Merger Sub, Inuvo Merger Sub and Parent and the consummation of the CPT Merger and the Inuvo Merger and the other transactions contemplated hereby do not and will not violate, conflict with, give rise to the right to modify 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 require any offer to purchase or any prepayment of any debt, or result in the creation of any Lien, security interest or encumbrance upon any of the properties or assets of CPT or any of its Subsidiaries (including without limitation Parent, CPT Merger Sub and Inuvo Merger Sub) under any of the terms, conditions or provisions of (i) the respective certificate of incorporation or bylaws or similar governing documents of CPT or any of its Subsidiaries, (ii) any statute, Law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Entity applicable to CPT or any of its Subsidiaries or any of their respective properties or assets, subject in the case of consummation, to obtaining CPT Required Statutory Approvals and the Required CPT Stockholder Vote, (iii) any CPT Permit, or (iv) any Contract to which CPT or any of its Subsidiaries is a party or by which CPT or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, other than such violations, conflicts, rights to modify, breaches, defaults, terminations, accelerations or creations of Liens, security interests or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a CPT Material Adverse Effect. (f) Except as disclosed in Section 4.4(f) of the CPT Disclosure Schedule and for (i) obtaining the Required CPT Stockholder Vote, (ii) the filings by CPT as may be required by the HSR Act, (iii) the filing and effectiveness of the Registration Statement with the SEC, including the Joint Proxy Statement/Prospectus, and (iv) the filing of the CPT Certificate of Merger and the Inuvo Certificate of Merger as required by the DGCL (the filings and approvals referred to in clauses (i), (ii), (iii) and (iv) collectively, the “CPT Required Statutory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Entity or other Person is necessary for the execution and delivery of this Agreement by CPT or the consummation by CPT of the CPT Merger or the Inuvo Merger or the other 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, individually or in the aggregate, reasonably be expected to have a CPT Material Adverse Effect.