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

Authority; Non-Contravention; Approvals. (a) Parent and Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Parent Stockholders' Approval (as defined in Section 7.3(b)) and the Parent Required Statutory Approvals (as defined in Section 4.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards of Directors of Parent and Subsidiary and the sole stockholder of Subsidiary, and no other corporate proceedings on the part of Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Parent Stockholders' Approval, the consummation by Parent and Subsidiary of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a valid and legally binding agreement of each of Parent and Subsidiary enforceable against each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of Parent set forth in Sections 6.2, 6.5(d), 7.1, 7.2, 7.3(b), 7.6, 7.7, 7.8, 7.10 and 7.12 is valid, legally binding and enforceable (subject as aforesaid) notwithstanding the absence of the Parent Stockholders' Approval. (b) The execution and delivery of this Agreement by each of Parent and Subsidiary 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, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of Parent 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 applicable to Parent or any of its subsidiaries or any of their respective 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 Parent or any of its subsidiaries is now a party or by which Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by Parent and Subsidiary of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Parent Required Statutory Approvals and the Parent Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties as specified in Section 4.4(b) of the Parent Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Parent and its subsidiaries, taken as a whole. (c) Except for (i) the filings by Parent required by the Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Registration Statement and Joint Proxy Statement/ Prospectus (as such terms are defined in Section 4.9) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger, and (iv) any required filings with or approvals from the New York Stock Exchange, applicable state environmental authorities, public service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (iv) are collectively referred to as the "Parent 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 Parent or Subsidiary or the consummation by Parent or Subsidiary 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) or results of operations of Parent and its subsidiaries, taken as a whole.

Authority; Non-Contravention; Approvals. (a) Parent and Subsidiary each have full has the requisite corporate power and authority to enter into this Agreement and, subject and to the Parent Stockholders' Approval (as defined in Section 7.3(b)) perform its obligations hereunder and the Parent Required Statutory Approvals (as defined in Section 4.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved The execution and delivery by Parent of this Agreement, the Boards performance by Parent of Directors of Parent and Subsidiary its obligations hereunder and the sole stockholder consummation by Parent of Subsidiary, and no other the transactions contemplated hereby have been duly authorized by all necessary corporate proceedings action on the part of Parent or Subsidiary are necessary and Merger Sub, subject only to authorize the execution and delivery adoption of this Agreement orby Parent as sole stockholder of Merger Sub following the execution hereof, except for and the filing and recordation of the Articles of Merger pursuant to Florida Law. The affirmative vote of the holders of a majority in voting power of the outstanding shares of Parent Common Stock outstanding on the applicable record date (“Parent Requisite Vote”) is the only vote of the holders of any class or series of Parent Capital Stock necessary to adopt or approve the matters set forth in the Parent Stockholders' Approval, the consummation by Parent and Subsidiary of the transactions contemplated herebyWritten Consent. This Agreement has been duly executed and delivered by each of Parent Pxxxxx and Subsidiary, Merger Sub and, assuming the due authorization, execution and delivery hereof of this Agreement by the Company, Company this Agreement constitutes a the valid and legally binding agreement of each obligation of Parent and Subsidiary Merger Sub, enforceable against each of them in accordance with its terms, except that such enforcement as enforceability may be subject to limited by bankruptcy and other similar laws and general principles of equity. (b) Parent’s board of directors, by resolutions duly adopted by the written consent of Parent’s board of directors and, as of the date of this Agreement, not subsequently rescinded or modified in any way, has, as of the date of this Agreement (i) bankruptcyapproved this Agreement and the Merger, insolvencyand determined that this Agreement and the transactions contemplated by this Agreement, reorganizationincluding the Merger, moratorium or other similar laws affecting or relating to enforcement are fair to, and in the best interests of creditors' rights generally Parent’s stockholders, and (ii) general equitable principlesresolved to recommend that Parent’s stockholders approve the Parent Written Consent. Without limitation The board of directors of Merger Sub, by resolutions duly adopted by the written consent of Mxxxxx Sub’s sole director and, as of the foregoingdate of this Agreement, each not subsequently rescinded or modified in any way, has approved and declared advisable this Agreement and the Merger and submitted this Agreement to Parent, as its sole stockholder for adoption thereby. Immediately following the execution of this Agreement, Parent in its capacity as the covenants and obligations sole stockholder of Parent set forth in Sections 6.2Merger Sub, 6.5(d), 7.1, 7.2, 7.3(b), 7.6, 7.7, 7.8, 7.10 and 7.12 is valid, legally binding and enforceable (subject as aforesaid) notwithstanding the absence of the Parent Stockholders' Approvalshall execute a written consent adopting this Agreement. (bc) The execution and delivery of this Agreement by each Parent and Merger Sub does not, and the performance of this Agreement by Parent or Merger Sub will not, (i) conflict with or violate the certificate of incorporation or bylaws of Parent and Subsidiary do not violateor Merger Sub, (ii) subject to compliance with the requirements set forth in Section 3.3(d) below, conflict with or violate any Legal Requirement or Order applicable to Parent or Merger Sub or by which their respective properties are bound or affected, or (iii) require an Acquiring Company to make any filing with or give any notice to or obtain any consent from a Person pursuant to any Parent Contract, result in a any breach of any provision of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in impair Parent’s rights or alter the termination ofrights or obligations of any third party under, or accelerate the performance required bygive to others any rights of termination, amendment, acceleration or result in a right of termination or acceleration undercancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon an Encumbrance on any of the properties or assets of Parent pursuant to, any Parent Contract. (d) No consent, approval, Order or authorization of, or registration, declaration or filing with any of its subsidiaries under any of the terms, conditions Governmental Body is required by or provisions of (i) the respective charters or by-laws of Parent 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 applicable with respect to Parent in connection with the execution and delivery of this Agreement or any of its subsidiaries or any of their respective 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 Parent or any of its subsidiaries is now a party or by which Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The the consummation by Parent and Subsidiary of the transactions contemplated hereby will not result in any violationhereby, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Parent Required Statutory Approvals and the Parent Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties as specified in Section 4.4(b) of the Parent Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Parent and its subsidiaries, taken as a whole. (c) Except except for (i) the filings by Parent required by filing with the Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Act SEC of 1976, as amended (any outstanding periodic reports due under the "HSR Exchange Act"), (ii) the filing of the Registration Statement and Joint Proxy Statement/ Prospectus (as such terms are defined in Section 4.9) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act Articles of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection Florida, (iii) the filing of Current Reports on Form 8-K with the MergerSEC within four business (as determined under applicable SEC Legal Requirements) days after the execution of this Agreement and the Closing Date, (iv) the filing of an Amended and Restated Charter with the Secretary of State of the State of Nevada, (v) such approvals as may be required under applicable state securities or “blue sky” laws or the rules and regulations of the OTC Marketplace, and (ivvi) any required filings with or approvals from the New York Stock Exchange, applicable state environmental authorities, public service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (iv) are collectively referred to as the "Parent Required Statutory Approvals"contemplated by Section 5.4(a), 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 Parent or Subsidiary or the consummation by Parent or Subsidiary 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) or results of operations of Parent and its subsidiaries, taken as a whole.

Authority; Non-Contravention; Approvals. (a) Parent and Subsidiary each have The Company has full corporate power and authority to enter into this Agreement and, subject to the Parent Company Stockholders' Approval (as defined in Section 7.3(b7.3(a)) and the Parent Company Required Statutory Approvals (as defined in Section 4.4(c5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards The Board of Directors of Parent the Company has at a meeting duly called and Subsidiary held and at which a quorum was present and acting throughout, by the requisite affirmative vote of the directors of the Company, (i) determined that the Merger is in the best interests of the Company and its stockholders and (ii) approved this Agreement and the sole stockholder of Subsidiary, and no Merger. No other corporate proceedings on the part of Parent or Subsidiary the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Parent Company Stockholders' Approval, the consummation by Parent and Subsidiary the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Subsidiarythe Company, and, assuming the due authorization, execution and delivery hereof by the CompanyParent and Subsidiary, constitutes a valid and legally binding agreement of each of Parent and Subsidiary the Company, enforceable against each of them the Company in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of Parent the Company set forth in Sections 6.26.1, 6.5(d6.5(a), (b) and (c), 7.1, 7.2, 7.3(b7.3(a), 7.6, 7.7, 7.8, 7.10 and 7.12 is valid, legally binding and enforceable (subject as aforesaid) notwithstanding the absence of the Parent Company Stockholders' Approval. (b) The execution and delivery of this Agreement by each of Parent and Subsidiary 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, security interest, charge or encumbrance upon any of the properties or assets of Parent the Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of Parent the 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 applicable to Parent the Company or any of its subsidiaries or any of their respective properties or assets 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 Parent the Company or any of its subsidiaries is now a party or by which Parent the Company or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by Parent and Subsidiary the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Parent Company Required Statutory Approvals and the Parent Stockholder's Company Stockholders' Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties as specified in Section 4.4(b5.4(b) of the Parent Company Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Parent the Company and its subsidiaries, taken as a whole. (c) Except for (i) the filings by Parent the Company required by the Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Registration Statement and Joint Proxy Statement/ Statement/Prospectus (as such terms are defined in Section 4.9) with the Securities and Exchange Commission (the "SEC") SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger, Merger and (iv) any required filings with or approvals from the New York Stock Exchange, applicable state environmental authorities, public service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (iv) are collectively referred to as the "Parent 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 Parent or Subsidiary the Company or the consummation by Parent or Subsidiary 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) or results of operations of Parent the Company and its subsidiaries, taken as a whole.

Authority; Non-Contravention; Approvals. (a) Parent and Subsidiary each have East has full corporate power and authority to enter into this Agreement and, subject to the Parent Stockholders' East Shareholders Approval (as defined in Section 7.3(b)) and the Parent East Required Statutory Approvals (as defined in Section 4.4(c))Approvals, to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement has and the consummation by East of the transactions contemplated hereby have been approved duly authorized by the Boards of Directors of Parent and Subsidiary and the sole stockholder of Subsidiary, East Board and no other corporate proceedings on the part of Parent or Subsidiary East are necessary to authorize the execution and delivery of this Agreement or, except for the Parent Stockholders' Approval, by East and the consummation by Parent and Subsidiary East of the transactions contemplated hereby, except for the obtaining of the East Shareholders Approval and East Required Statutory Approvals. This Agreement has been duly and validly executed and delivered by each of Parent and SubsidiaryEast, and, assuming the due authorization, execution and delivery hereof by the CompanyWest, constitutes a valid and legally binding agreement of each of Parent and Subsidiary East enforceable against each of them East 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 or (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of Parent set forth in Sections 6.2, 6.5(d), 7.1, 7.2, 7.3(b), 7.6, 7.7, 7.8, 7.10 and 7.12 is valid, legally binding and enforceable (subject as aforesaid) notwithstanding the absence of the Parent Stockholders' Approval. (b) The execution and delivery of this Agreement by each East do not, and the consummation by East of Parent and Subsidiary do not the transactions contemplated hereby 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 or any "put" right under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Parent or any of its subsidiaries East under any of the terms, conditions or provisions of of, (i) subject to obtaining the respective charters East Shareholders Approval, East's Articles of Incorporation or by-laws of Parent or any of its subsidiariesBylaws, (ii) subject to obtaining the East Shareholders Approval and East Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to Parent East or any of its subsidiaries East Subsidiary or any of their respective properties or assets properties, or (iii) subject to obtaining any consent or waiver set forth in the East Disclosure Schedule (the "East Required Consents"), any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Parent East or any of its subsidiaries East Subsidiary is now a party or by which Parent East or any of its subsidiaries or any of their respective properties or assets East Subsidiary may be bound or affected. The consummation by Parent and Subsidiary of the transactions contemplated hereby will not result in any violationbound, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Parent Required Statutory Approvals and the Parent Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties as specified in Section 4.4(b) of the Parent Disclosure Schedule. Excluded excluding from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations accelerations, put rights, or creations of liens, security interests, charges or encumbrances Liens that would not, alone or in the aggregate, be reasonably expected to have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or ), results of operations or prospects of Parent East and its subsidiariesthe East Subsidiaries, taken as a whole, or prevent, hinder or materially delay the ability of East to consummate the transactions contemplated by this Agreement. (c) Except for (i) the any filings by Parent the parties hereto that may be required by the Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Registration Statement, including the Proxy Statement and Joint Proxy Statement/ Prospectus (as such terms are defined in Section 4.9) Prospectus, with the Securities and Exchange Commission (the "SEC") SEC pursuant to the Securities Exchange Act of 1934, as amended (and the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and any filings that may be required with various state blue sky authorities, (iii) the making filing of the Articles of Merger Filing with the Secretary of State of the State of Delaware in connection with the Mergerwith, and the acceptance thereof for recording by, the SDAT, (iv) any required filings with or approvals from the New York Stock Exchange, applicable federal or state environmental authorities, public service commissions authorities and public utility commissions (v) any required filings with or approvals from applicable federal or state housing authorities (the filings and approvals referred to in clauses (i) through (ivv) are collectively referred to as the "Parent East 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 Parent or Subsidiary East or the consummation by Parent or Subsidiary East 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, alone or in the aggregate, be reasonably expected to have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or ), results of operations or prospects of Parent East and its subsidiariesthe East Subsidiaries, taken as a wholewhole or prevent, hinder or materially delay the ability of East to consummate the transactions contemplated by this Agreement.

Authority; Non-Contravention; Approvals. (a) Parent and Subsidiary each have full has the requisite corporate power and authority to enter into this Agreement and, subject and to the Parent Stockholders' Approval (as defined in Section 7.3(b)) perform its obligations hereunder and the Parent Required Statutory Approvals (as defined in Section 4.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved The execution and delivery by Parent of this Agreement, the Boards performance by Parent of Directors of Parent and Subsidiary its obligations hereunder and the sole stockholder consummation by Parent of Subsidiary, and no other the transactions contemplated hereby have been duly authorized by all necessary corporate proceedings action on the part of Parent or Subsidiary are necessary and Merger Sub, subject only to authorize the execution and delivery adoption of this Agreement orby Parent as sole stockholder of Merger Sub following the execution hereof, except for and the filing and recordation of the Articles of Merger pursuant to Florida Law. The affirmative vote of the holders of a majority in voting power of the outstanding shares of Parent Common Stock outstanding on the applicable record date (“Parent Requisite Vote”) is the only vote of the holders of any class or series of Parent Capital Stock necessary to adopt or approve the matters set forth in the Parent Stockholders' Approval, the consummation by Parent and Subsidiary of the transactions contemplated herebyWritten Consent. This Agreement has been duly executed and delivered by each of Parent Pxxxxx and Subsidiary, Merger Sub and, assuming the due authorization, execution and delivery hereof of this Agreement by the Company, Company this Agreement constitutes a the valid and legally binding agreement of each obligation of Parent and Subsidiary Merger Sub, enforceable against each of them in accordance with its terms, except that such enforcement as enforceability may be subject to limited by bankruptcy and other similar laws and general principles of equity. (b) Parent’s board of directors, by resolutions duly adopted by the written consent of Parent’s board of directors and, as of the date of this Agreement, not subsequently rescinded or modified in any way, has, as of the date of this Agreement (i) bankruptcyapproved this Agreement and the Merger, insolvencyand determined that this Agreement and the transactions contemplated by this Agreement, reorganizationincluding the Merger, moratorium or other similar laws affecting or relating to enforcement are fair to, and in the best interests of creditors' rights generally Parent’s stockholders, and (ii) general equitable principlesresolved to recommend that Parent’s stockholders approve the Parent Written Consent. Without limitation The board of directors of Merger Sub, by resolutions duly adopted by the written consent of Merger Sub’s sole director and, as of the foregoingdate of this Agreement, each not subsequently rescinded or modified in any way, has approved and declared advisable this Agreement and the Merger and submitted this Agreement to Parent, as its sole stockholder for adoption thereby. Immediately following the execution of this Agreement, Parent in its capacity as the covenants and obligations sole stockholder of Parent set forth in Sections 6.2Merger Sub, 6.5(d), 7.1, 7.2, 7.3(b), 7.6, 7.7, 7.8, 7.10 and 7.12 is valid, legally binding and enforceable (subject as aforesaid) notwithstanding the absence of the Parent Stockholders' Approvalshall execute a written consent adopting this Agreement. (bc) The execution and delivery of this Agreement by each Parent and Merger Sub does not, and the performance of this Agreement by Parent or Merger Sub will not, (i) conflict with or violate the certificate of incorporation or bylaws of Parent and Subsidiary do not violateor Merger Sub, (ii) subject to compliance with the requirements set forth in Section 3.3(d) below, conflict with or violate any Legal Requirement or Order applicable to Parent or Merger Sub or by which their respective properties are bound or affected, or (iii) require an Acquiring Company to make any filing with or give any notice to or obtain any consent from a Person pursuant to any Parent Contract, result in a any breach of any provision of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in impair Parent’s rights or alter the termination ofrights or obligations of any third party under, or accelerate the performance required bygive to others any rights of termination, amendment, acceleration or result in a right of termination or acceleration undercancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon an Encumbrance on any of the properties or assets of Parent pursuant to, any Parent Contract. (d) No consent, approval, Order or authorization of, or registration, declaration or filing with any of its subsidiaries under any of the terms, conditions Governmental Body is required by or provisions of (i) the respective charters or by-laws of Parent 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 applicable with respect to Parent in connection with the execution and delivery of this Agreement or any of its subsidiaries or any of their respective 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 Parent or any of its subsidiaries is now a party or by which Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The the consummation by Parent and Subsidiary of the transactions contemplated hereby will not result in any violationhereby, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Parent Required Statutory Approvals and the Parent Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties as specified in Section 4.4(b) of the Parent Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Parent and its subsidiaries, taken as a whole. (c) Except except for (i) the filings by Parent required by filing with the Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Act SEC of 1976, as amended (any outstanding periodic reports due under the "HSR Exchange Act"), (ii) the filing of the Registration Statement and Joint Proxy Statement/ Prospectus (as such terms are defined in Section 4.9) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act Articles of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection Florida, (iii) the filing of Current Reports on Form 8-K with the MergerSEC within four business (as determined under applicable SEC Legal Requirements) days after the execution of this Agreement and the Closing Date, (iv) the filing of an Amended and Restated Charter with the Secretary of State of the State of Nevada, (v) such approvals as may be required under applicable state securities or “blue sky” laws or the rules and regulations of the OTC Marketplace, and (ivvi) any required filings with or approvals from the New York Stock Exchange, applicable state environmental authorities, public service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (iv) are collectively referred to as the "Parent Required Statutory Approvals"contemplated by Section 5.4(a), 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 Parent or Subsidiary or the consummation by Parent or Subsidiary 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) or results of operations of Parent and its subsidiaries, taken as a whole.

Authority; Non-Contravention; Approvals. (a) Parent and Subsidiary each have full Company has the requisite corporate power and authority to enter into this Agreement and, subject to the Parent Stockholders' Approval (as defined in Section 7.3(b)) Company Stockholder Approval, to perform its obligations hereunder and the Parent Required Statutory Approvals (as defined in Section 4.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards of Directors of Parent and Subsidiary and the sole stockholder of Subsidiary, and no other corporate proceedings on the part of Parent or Subsidiary are necessary to authorize the The execution and delivery of this Agreement orby Company, except for the Parent Stockholders' Approval, performance by Company of its obligations hereunder and the consummation by Parent and Subsidiary Company of the transactions contemplated herebyhereby have been duly authorized by all necessary corporate action on the part of Company, subject only to Company Stockholder Approval and the filing and recordation of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of (i) a majority in voting power of the outstanding shares of Company Capital Stock outstanding on the applicable record date, (ii) at least seventy percent (70%) of the outstanding shares of Series A Preferred Stock (voting as a separate class), and (iii) at least seventy percent (70%) of the outstanding shares of Series B Preferred Stock (voting as a separate class) (“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 Merger and all other transaction contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Parent and Subsidiary, Company and, assuming the due authorization, execution and delivery hereof by Parent, Merger Sub and the Company Stockholders’ Agent, constitutes the valid and binding obligation of Company, constitutes a valid and legally binding agreement of each of Parent and Subsidiary enforceable against each of them in accordance with its terms, except that such enforcement as enforceability may be subject to limited by bankruptcy and other similar laws and general principles of equity. (b) Company’s board of directors, by resolutions duly adopted by vote at a meeting of all directors of Company duly called and held and, as of the date of this Agreement, not subsequently rescinded or modified in any way, has, as of the date of this Agreement (i) bankruptcyapproved this Agreement and the Merger, insolvencyand determined that this Agreement and the transactions contemplated by this Agreement, reorganizationincluding the Merger, moratorium or other similar laws affecting or relating to enforcement are fair to, and in the best interests of creditors' rights generally the Company Stockholders, and (ii) general equitable principles. Without limitation resolved to recommend that the Company Stockholders adopt this Agreement and approve the Merger and all other transaction contemplated by this Agreement and directed that such matters be submitted for consideration of the foregoing, each of Company Stockholders at the covenants and obligations of Parent set forth in Sections 6.2, 6.5(d), 7.1, 7.2, 7.3(b), 7.6, 7.7, 7.8, 7.10 and 7.12 is valid, legally binding and enforceable (subject as aforesaid) notwithstanding the absence of the Parent Company Stockholders' Approval’ Meeting. (bc) The execution and delivery of this Agreement by each Company does not, and the performance of Parent this Agreement by Company will not, (i) conflict with or violate the certificate of incorporation or bylaws of Company or the equivalent organizational documents of any of its Subsidiaries, (ii) subject to obtaining the Company Stockholder Approval and Subsidiary do not violatecompliance with the requirements set forth in Section 2.3(d) below, conflict with or violate any Legal Requirement applicable to Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, except for any such conflicts or violations that would not, individually or in the aggregate, have a Company Material Adverse Effect or would not prevent or materially delay the consummation of the Merger, or (iii) require an Acquired Company to make any filing with or give any notice to a Person, to obtain any Consent from a Person, or result in a any breach of any provision of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in impair Company’s rights or alter the termination ofrights of obligations of any third party under, or accelerate the performance required bygive to others any rights of termination, amendment, acceleration or result in a right of termination or acceleration undercancellation of, or result in the creation of any lien, security interest, charge a lien or encumbrance upon on any of the properties or assets of Parent Company or any of its subsidiaries under Subsidiaries pursuant to, any of the terms, conditions or provisions of (i) the respective charters or by-laws of Parent Contract to which Company or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit Subsidiaries is a party or license of any court or governmental authority applicable to Parent by which Company or any of its subsidiaries Subsidiaries or its or any of their respective properties are bound or assets or affected (except, for purposes of this clause (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 Parent or any of its subsidiaries is now a party or by which Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by Parent and Subsidiary of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the termsany Contract that is not a Company Contract, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Parent Required Statutory Approvals and the Parent Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties as specified in Section 4.4(b) of the Parent Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, individually or in the aggregate, have a material adverse effect on Company Material Adverse Effect or prevent or materially delay the business, operations, properties, assets, condition (financial or other) or results of operations of Parent and its subsidiaries, taken as a wholeMerger). (cd) Except No material consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Body is required by or with respect to Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filings by Parent required by filing of the Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Registration Statement with the Securities and Exchange Commission (“SEC”) in accordance with the Securities Act of 19761933, as amended (the "HSR “Securities Act"”), (ii) the filing of the Registration Statement and Joint Proxy Statement/ Prospectus (as such terms are defined in Section 4.9) Certificate of Merger with the Securities and Exchange Commission Secretary of State of the State of Delaware, (iii) the "SEC") pursuant to filing of the Proxy Statement with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger, and (iv) any required filings with or approvals from the New York Stock Exchange, applicable state environmental authorities, public service commissions and public utility commissions (the filings contemplated by Section 5.5(a) and approvals referred to (v) the filing of a Form D Notice of Exempt Offering of Securities or other related filings in clauses (i) through (iv) are collectively referred to as the "Parent 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 Parent or Subsidiary or the consummation by Parent or Subsidiary reliance on an exemption provided in Regulation D 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) or results of operations of Parent and its subsidiaries, taken as a wholeSecurities Act.

Authority; Non-Contravention; Approvals. (a) Parent and Subsidiary each have AWS has full corporate power and authority to enter into this Agreement and, subject to obtaining the Parent AWS Stockholders' Approval (as defined in Section 7.3(b)8.3) and making or obtaining the Parent AWS Required Statutory Approvals (as defined in Section 4.4(c6.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards Board of Directors of Parent and Subsidiary and the sole stockholder of SubsidiaryAWS, and no other corporate proceedings on the part of Parent or Subsidiary AWS are necessary to authorize the execution and delivery of this Agreement or, except for the Parent AWS Stockholders' ApprovalApproval and the approval of the Contribution and the declaration of the Distribution by the Board of Directors of AWS, the consummation by Parent and Subsidiary AWS of the transactions contemplated hereby. The forms of the Ancillary Agreements have been approved by the Board of Directors of AWS. This Agreement has been duly executed and delivered by each of Parent and SubsidiaryAWS, and, assuming the due authorization, execution and delivery hereof by the CompanyUSA Waste and Mergerco, constitutes a valid and legally binding agreement of each of Parent and Subsidiary AWS enforceable against each of them AWS 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 (iib) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of Parent AWS set forth in Sections 6.2, 6.5(d), 7.1, 7.28.1, 7.3(b)8.2, 7.68.3, 7.78.5, 7.88.6, 7.10 8.7, 8.8, 8.9 and 7.12 8.10 is valid, legally binding and enforceable (subject as aforesaid) notwithstanding the absence of the Parent AWS Stockholders' ApprovalApproval except that the enforcement thereof 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. (b) The execution and delivery of this Agreement by each of Parent and Subsidiary AWS do not violate, conflict with or with, result in a breach of any provision of, or constitute a default (or an event which, which with notice or lapse of time or both, both would constitute a default) under, or and will not 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, security interest, charge or encumbrance Lien upon any of the properties or assets of Parent AWS or any of its subsidiaries under under, any of the terms, conditions or provisions of (i) the respective charters or by-laws bylaws of Parent AWS 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 applicable to Parent AWS or any of its subsidiaries or any of their respective properties or assets (including without limitation Environmental Laws), 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 Parent AWS or any of its subsidiaries is now a party or by which Parent AWS or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by Parent and Subsidiary AWS of the transactions contemplated hereby will not result in any violation, conflict, breach, default, termination, acceleration or creation of liens Liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or and provisions described in clause (ii) above, to making or obtaining (prior to the Effective Time) the Parent AWS Required Statutory Approvals and the Parent Stockholder's Approval AWS Stockholders' Approval, and (y) in the case of the terms, conditions or and provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. All consents required from commercial lenders, lessors and third parties as specified are set forth in Section 4.4(b) 6.4 of the Parent AWS Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or and provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances Liens that would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Parent AWS and its subsidiaries, taken as a whole. (c) Except for (i) the filings by Parent USA Waste and AWS required by the Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Registration Proxy Statement and Joint Proxy Statement/ Prospectus (as such terms are defined in Section 4.9) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware Ohio in connection with the Merger, (iv) the filings and approvals required to effect the Contribution and the Distribution, and (ivv) any required filings with or approvals from the New York Stock Exchange, applicable state environmental authorities, public service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (ivv) are collectively referred to as the "Parent AWS 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 Parent or Subsidiary AWS or the consummation by Parent or Subsidiary AWS of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or and 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) or results of operations of Parent AWS and its subsidiaries, taken as a whole.

Authority; Non-Contravention; Approvals. (a) Parent and Subsidiary each have The Company has full corporate power and authority to enter into this Agreement and, subject to the Parent Company Stockholders' Approval (as defined in Section 7.3(b7.3(a)) and the Parent Company Required Statutory Approvals (as defined in Section 4.4(c5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards Board of Directors of Parent and Subsidiary and the sole stockholder of SubsidiaryCompany, and no other corporate proceedings on the part of Parent or Subsidiary the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Parent Company Stockholders' Approval, the consummation by Parent and Subsidiary the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Subsidiarythe Company, and, assuming the due authorization, execution and delivery hereof by the CompanyParent and Subsidiary, constitutes a valid and legally binding agreement of each of Parent and Subsidiary the Company, enforceable against each of them the Company in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of Parent the Company set forth in Sections 6.26.1, 6.5(d)6.5, 7.1, 7.2, 7.3(b)7.3, 7.6, 7.7, 7.8, 7.10 and 7.12 is valid, legally binding and enforceable (subject as aforesaid) notwithstanding the absence of the Parent Company Stockholders' Approval. (b) The execution and delivery of this Agreement by each of Parent and Subsidiary 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, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of Parent 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 applicable to Parent or any of its subsidiaries or any of their respective 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 Parent or any of its subsidiaries is now a party or by which Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by Parent and Subsidiary of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Parent Required Statutory Approvals and the Parent Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties as specified in Section 4.4(b) of the Parent Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Parent and its subsidiaries, taken as a whole.Company (c) Except for (i) the filings by Parent Parent, the Company and the Company's principal shareholder required by the Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Registration Statement and Joint Proxy Statement/ Statement/Prospectus (as such terms are defined in Section 4.9) with the Securities and Exchange Commission (the "SEC") SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware California in connection with the Merger, Merger and (iv) any required filings with or approvals from the New York Stock Exchange, applicable state environmental authorities, public service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (iv) are collectively referred to as the "Parent 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 Parent or Subsidiary the Company or the consummation by Parent or Subsidiary 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) or results of operations of Parent the Company and its subsidiaries, taken as a whole.