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

Authority; Non-Contravention; Approvals. (a) The execution and delivery by Seller of this Agreement and the Transaction Documents and the performance by Seller of his obligations and the transactions contemplated by this Agreement and the Transaction Documents will not (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of an Affiliate of Seller (including the Target Entities), (ii) require any consent of or other action by any Person under, result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, result in the creation or imposition of an Encumbrance (other than a Permitted Encumbrance) upon any property, assets or rights of Seller or any of its respective Affiliates (including the Target Entities) pursuant to, or result in the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under any contract or other instrument of any kind to which Seller or any of his respective Affiliates (including the Target Entities) is now a party or by which any of their respective properties, assets or rights are bound or any Permit affecting the assets or business of the Target Entities or (iii) violate any Law applicable to Seller or any of his Affiliates (including the Target Entities) or any of their respective assets other than, in the case of clauses (ii) and (iii) above, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. (b) Except as set forth in Section 3.2(b) of the Seller Disclosure Schedule, no material declaration, filing or registration with, or notice to, or authorization, consent, order or approval of, any Governmental Authority or other Person is required to be obtained or made in connection with or as a result of the execution and delivery and performance of this Agreement and the Transaction Documents by Seller or any of its his Affiliates or the consummation by Seller or any of his Affiliates (including the Target Entities) of the transactions contemplated by this Agreement and the Transaction Documents.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the approval of the stockholders of the Company as required by the DGCL (the "COMPANY STOCKHOLDER APPROVAL"), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by Seller of this Agreement and or, except for the Transaction Documents and Company Stockholder Approval, the performance consummation by Seller the Company of his obligations and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) The execution, delivery and performance of this Agreement by the Company and the Transaction Documents consummation of the transactions contemplated hereby do not and will not (i) violate, conflict with or result in a breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of an Affiliate of Seller (including the Target Entities)of, (ii) require any consent of or other action by any Person under, result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, result in the creation or imposition of an Encumbrance (other than a Permitted Encumbrance) upon any property, assets or rights of Seller or any of its respective Affiliates (including the Target Entities) pursuant to, or result in the or give rise to a right of termination, cancellationamendment, cancellation or acceleration or other change of any right or obligation or the loss of any benefit under under, or require any contract offer to purchase or other instrument any prepayment of any kind debt or result in the creation of any lien, security interest or encumbrance upon or right of first refusal or first offer with respect to which Seller any of the properties or assets of the Company or any of his its subsidiaries under any of the terms, conditions or provisions of (i) the respective Affiliates certificates of incorporation or by-laws or similar organizational documents of the Company or any of its subsidiaries, (including ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to the Target EntitiesCompany or any of its subsidiaries or any of their respective properties or assets, subject in the case of consummation, to obtaining the Company Required Statutory Approvals and the Company Stockholder Approval, or (iii) any Contract, Company Permit, Company Plan, Multiemployer Plan or Intellectual Property to which the Company or any of its subsidiaries is now a party or by which any of their respective properties, assets or rights are bound or any Permit affecting the assets or business of the Target Entities or (iii) violate any Law applicable to Seller Company or any of his Affiliates (including the Target Entities) its subsidiaries or any of their respective properties or assets may be bound or affected, other than, in the case of clauses (ii) and (iii) above, as have not had and such violations, conflicts, breaches, defaults, terminations, accelerations, offers, prepayments or creations of liens, security interests or encumbrances that would not reasonably be expected to have, individually or in the aggregate, have a Business Material Adverse Effect. Schedule 4.04(b) of the Company Disclosure Schedule sets forth a correct and complete list of all material contracts within the meaning of Item 601 of Regulation S-K, of the Company and its subsidiaries pursuant to which consents or waivers are required as a result of consummation of the Merger. (bc) Except for (i) the filings by the Company required by the HSR Act, (ii) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as set forth in Section 3.2(brequired by the DGCL and (iv) any filings with or approvals from (x) the FERC, (y) the NYPSC and (z) the other Governmental Authorities listed on Schedule 4.04(c) of the Seller Company Disclosure ScheduleSchedule (the filings and approvals referred to in clauses (i) through (iv) collectively referred to as the "COMPANY REQUIRED STATUTORY APPROVALS"), no material declaration, filing or registration with, or notice to, or authorization, consent, order consent or approval of, any Governmental Authority or other Person is required to be obtained or made in connection with or as a result of necessary for the execution and delivery and performance of this Agreement and by the Transaction Documents by Seller or any of its his Affiliates Company or the consummation by Seller or any of his Affiliates (including the Target Entities) Company of the transactions contemplated by 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 reasonably be expected to have a Material Adverse Effect. (d) The Board of Directors of the Company, at a meeting duly called and held, adopted resolutions that are still in full force and effect as of the date hereof, (i) approving and declaring advisable the Merger and this Agreement, (ii) declaring that the Merger and this Agreement are in the best interests of the Company's stockholders, (iii) recommending that the Company's stockholders approve and adopt this Agreement, and (iv) exempting this Agreement, the Stockholder Agreements and the Transaction Documentstransactions contemplated hereby and thereby from the restrictions of Section 203 of the DGCL. The resolutions referred to in the preceding sentence were approved unanimously by all directors. (e) The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement, the Merger and the other transactions contemplated hereby.

Authority; Non-Contravention; Approvals. (a) The Each such Seller has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by all necessary action on the part of each such Seller and no other proceeding on the part of each such Seller is necessary to authorize the execution and delivery by Seller of this Agreement and or the Transaction Documents and the performance consummation by each such Seller of his obligations and the transactions contemplated hereby. This Agreement has been duly executed and delivered by each such Seller, and, assuming the due authorization, execution and delivery hereof by the Company and Purchaser, constitutes a valid and legally Table of Contents binding agreement of each such Seller, enforceable against each such Seller in accordance with its terms. (b) The execution, delivery and performance of this Agreement by each such Seller and the Transaction Documents consummation of the transactions contemplated hereby do not and will not (i) violate, conflict with or result in a breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of an Affiliate of Seller (including the Target Entities)of, (ii) require any consent of or other action by any Person under, result in a violation or breach of or constitute a default (or an event which, with or without notice or notice, 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 or imposition of an any Encumbrance (other than a Permitted Encumbrance) upon any propertyproperties or assets of each such Seller under any of the terms, assets conditions or rights provisions of (i) the organizational documents of such Seller or (ii) any Law or Order of any Governmental Authority applicable to each such Seller or any of its respective Affiliates (including the Target Entities) pursuant toproperties or assets, or result subject, in the terminationcase of consummation, cancellationto obtaining the Sellers Required Statutory Approvals, acceleration or other change of any right or obligation or the loss of any benefit under any contract or other instrument of any kind to which Seller or any of his respective Affiliates (including the Target Entities) is now a party or by which any of their respective properties, assets or rights are bound or any Permit affecting the assets or business of the Target Entities or (iii) violate any Law applicable Contract to which each such Seller is a party or any of his Affiliates (including the Target Entities) its properties or any of their respective assets may be bound or affected, other than, than in the case of clauses (ii) and (iii) above, as have not had and such violations, conflicts, breaches, defaults, terminations, accelerations, offers, prepayments, or creations of Encumbrances that would not reasonably be expected to have, individually impair in any material respect the ability of each such Seller to perform its obligations under this Agreement or in prevent or materially impede or delay the aggregate, a Business Material Adverse EffectClosing or such Seller’s ability to consummate the transactions contemplated hereby. (bc) Except for (i) any filings or waiting periods as set forth may be required under the HSR Act and (ii) any filings with or approvals from (x) the FERC and (y) the other Governmental Authorities listed in Section 3.2(b4.02(c) of the Seller Sellers Disclosure ScheduleSchedule (the notification and waiting periods, filings and approvals referred to in clauses (i) and (ii) collectively referred to as the “Sellers Required Statutory Approvals”), no material notification and waiting period, declaration, filing or registration with, or notice to, or authorization, consent, order consent or approval of, any Governmental Authority or other Person is required to be obtained or made in connection with or as a result of necessary for the execution and delivery and performance of this Agreement and the Transaction Documents by each such Seller or any of its his Affiliates or the consummation by each such Seller or any of his Affiliates (including the Target Entities) of the transactions contemplated by hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, could not, individually or in the aggregate, reasonably be expected to impair in any material respect the ability of each such Seller to perform its obligations under this Agreement and or each such Seller’s ability to consummate the Transaction Documentstransactions contemplated hereby.

Authority; Non-Contravention; Approvals. (a) F-Star has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery by Seller F-Star of this Agreement, the performance by F-Star of its obligations hereunder and the consummation by F-Star of the Contemplated Transactions have been duly authorized by all necessary corporate action on the part of F-Star. This Agreement has been duly executed and delivered by F-Star and, assuming the due authorization, execution and delivery of this Agreement by Company and Sellers, this Agreement constitutes the Transaction Documents valid and binding obligation of F-Star, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity. (b) Except as set forth in Part 2.3(b) of the F-Star Disclosure Schedule, the execution and delivery of this Agreement by F-Star does not, and the performance by Seller of his obligations and the transactions contemplated by this Agreement and the Transaction Documents by F-Star will not not, (i) conflict with or result in a breach violate any Organizational Documents of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of an Affiliate of Seller (including the Target Entities)F-Star Company, (ii) subject to compliance with the requirements set forth in Section 2.3(c) below, conflict with or violate any Legal Requirement or Order applicable to the F-Star Companies or by which any of their respective properties are bound or affected, except for any such conflicts or violations that would not, individually or in the aggregate, have an F-Star Material Adverse Effect, or (iii) require an F-Star Company to make any consent of filing with or other action by give any Person undernotice to a Person, or to obtain any Consent from a Person, or result in a violation or any breach of or constitute a default (or an event which, that with or without notice or lapse of time or both, both would constitute become a default) under, result in or impair F-Star’s rights or alter the creation rights or imposition obligations of an Encumbrance (other than a Permitted Encumbrance) upon any propertythird party under, assets or give to others any rights of Seller termination, amendment, acceleration or any of its respective Affiliates (including the Target Entities) pursuant tocancellation of, or result in the termination, cancellation, acceleration creation of a lien or other change of any right or obligation or the loss of any benefit under any contract or other instrument of any kind to which Seller or encumbrance on any of his respective Affiliates (including the Target Entities) is now a party properties or by which any of their respective properties, assets or rights are bound or any Permit affecting the assets or business of the Target Entities or F-Star Companies, except, for purposes of this clause (iii) violate any Law applicable to Seller or any of his Affiliates (including the Target Entities) or any of their respective assets other than, in the case of clauses (ii) and (iii) above), as have not had and would not reasonably be expected to havenot, individually or in the aggregate, a Business have an F-Star Material Adverse Effect. (bc) Except as set forth in Section 3.2(b) of the Seller Disclosure ScheduleNo consent, no material declaration, filing or registration with, or notice to, or authorization, consentapproval, order or approval authorization of, or registration, declaration or filing with, any Governmental Authority or other Person Body is required by or with respect to be obtained or made F-Star in connection with or as a result of the execution and delivery and performance of this Agreement and the Transaction Documents by Seller or any of its his Affiliates or the consummation by Seller or any of his Affiliates (including the Target Entities) of the transactions Contemplated Transactions, except for (i) the filing of the Registration Statement with the SEC, (ii) any filings contemplated by Section 6.4(a), or (iii) those consents obtained from Sellers by their execution and delivery of this Agreement and the Transaction Documentsby Sellers.

Authority; Non-Contravention; Approvals. (a) Evtec has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery by Seller Evtec of this Agreement, the performance by Evtec of its obligations hereunder and the consummation by Evtec of the Contemplated Transactions have been duly authorized by all necessary corporate action on the part of Evtec. This Agreement has been duly executed and delivered by Xxxxx and, assuming the due authorization, execution and delivery of this Agreement by BLBX and the Transaction Documents Sellers, this Agreement constitutes the valid and binding obligation of Evtec, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity. (b) Except as set forth in Part 2.3(b) of the Evtec Disclosure Schedule, the execution and delivery of this Agreement by Evtec does not, and the performance by Seller of his obligations and the transactions contemplated by this Agreement and the Transaction Documents by Evtec will not not, (i) conflict with or result in a breach violate any Organizational Documents of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of an Affiliate of Seller (including the Target Entities)Evtec, (ii) subject to compliance with the requirements set forth in Section 2.3(c) below, conflict with or violate any Legal Requirement or Order applicable to Evtec or by which any of their respective properties are bound or affected, except for any such conflicts or violations that would not, individually or in the aggregate, have an Evtec Material Adverse Effect, or (iii) require Evtec to make any consent of filing with or other action by give any Person undernotice to a Person, or to obtain any Consent from a Person, except such as have been obtained or made, or result in a violation or any breach of or constitute a default (or an event which, that with or without notice or lapse of time or both, both would constitute become a default) under, result in or impair Evtec’s rights or alter the creation rights or imposition obligations of an Encumbrance (other than a Permitted Encumbrance) upon any propertythird party under, assets or give to others any rights of Seller termination, amendment, acceleration or any of its respective Affiliates (including the Target Entities) pursuant tocancellation of, or result in the termination, cancellation, acceleration creation of a lien or other change of any right or obligation or the loss of any benefit under any contract or other instrument of any kind to which Seller or Encumbrance on any of his respective Affiliates (including the Target Entities) is now a party properties or by which any assets of their respective propertiesEvtec, assets or rights are bound or any Permit affecting the assets or business except, for purposes of the Target Entities or this clause (iii) violate any Law applicable to Seller or any of his Affiliates (including the Target Entities) or any of their respective assets other than, in the case of clauses (ii) and (iii) above), as have not had and would not reasonably be expected to havenot, individually or in the aggregate, a Business have an Evtec Material Adverse Effect. (bc) Except as set forth in Section 3.2(b) of the Seller Disclosure ScheduleNo consent, no material declaration, filing or registration with, or notice to, or authorization, consentapproval, order or approval authorization of, or registration, declaration or filing with, any Governmental Authority or other Person Body is required by or with respect to be obtained or made Evtec in connection with or as a result of the execution and delivery and performance of this Agreement and the Transaction Documents by Seller or any of its his Affiliates or the consummation by Seller or any of his Affiliates (including the Target Entities) of the transactions contemplated by this Agreement and the Transaction DocumentsContemplated Transactions, except such as have been obtained or made.

Authority; Non-Contravention; Approvals. (a) Evtec has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the Exchange. The execution and delivery by Seller Evtec of this Agreement, the performance by Evtec of its obligations hereunder and the consummation by Evtec of the Exchange have been duly authorized by all necessary corporate action on the part of Evtec. (b) Except as set forth in Part 2.3(b) of the Evtec Disclosure Schedule, the execution and delivery of this Agreement and the Transaction Documents by Evtec does not, and the performance by Seller of his obligations and the transactions contemplated by this Agreement and the Transaction Documents by Evtec will not not, (i) conflict with or result in a breach violate any Organizational Documents of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of an Affiliate of Seller (including the Target Entities)Evtec Company, (ii) subject to compliance with the requirements set forth in Section 2.3(c) below, conflict with or violate any Legal Requirement or Order applicable to the Evtec Companies or by which any of their respective properties are bound or affected, except for any such conflicts or violations that would not, individually or in the aggregate, have an Evtec Material Adverse Effect, or (iii) require an Evtec Company to make any consent of filing with or other action by give any Person undernotice to a Person, or to obtain any Consent from a Person, except such as have been obtained or made, or result in a violation or any breach of or constitute a default (or an event which, that with or without notice or lapse of time or both, both would constitute become a default) under, result in or impair Evtec’s rights or alter the creation rights or imposition obligations of an Encumbrance (other than a Permitted Encumbrance) upon any propertythird party under, assets or give to others any rights of Seller termination, amendment, acceleration or any of its respective Affiliates (including the Target Entities) pursuant tocancellation of, or result in the termination, cancellation, acceleration creation of a lien or other change of any right or obligation or the loss of any benefit under any contract or other instrument of any kind to which Seller or Encumbrance on any of his respective Affiliates (including the Target Entities) is now a party properties or by which any of their respective properties, assets or rights are bound or any Permit affecting the assets or business of the Target Entities or Evtec Companies, except, for purposes of this clause (iii) violate any Law applicable to Seller or any of his Affiliates (including the Target Entities) or any of their respective assets other than, in the case of clauses (ii) and (iii) above), as have not had and would not reasonably be expected to havenot, individually or in the aggregate, a Business have an Evtec Material Adverse Effect. (bc) Except as set forth in Section 3.2(b) of the Seller Disclosure ScheduleNo consent, no material declaration, filing or registration with, or notice to, or authorization, consentapproval, order or approval authorization of, or registration, declaration or filing with, any Governmental Authority or other Person Body is required by or with respect to be obtained or made Evtec in connection with or as a result of the execution and delivery and performance of this Agreement and the Transaction Documents by Seller or any of its his Affiliates or the consummation by Seller or any of his Affiliates (including the Target Entities) of the transactions contemplated by this Agreement and the Transaction DocumentsExchange, except such as have been obtained or made.