Common use of Authority Non Contravention Governmental Consents Clause in Contracts

Authority Non Contravention Governmental Consents. (a) The Majority Shareholder has all requisite estate power and authority to enter into and to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Majority Shareholder and the consummation by the Majority Shareholder of the transactions contemplated hereby have been duly authorized by all necessary estate action on the part of the Majority Shareholder and no other estate proceedings on the part of the Majority Shareholder are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Majority Shareholder and, assuming due execution and delivery by Buyer, constitutes the valid and binding obligation of the Majority Shareholder, enforceable against the Majority Shareholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors rights generally and by general principles of equity. (b) The execution, delivery and performance of this Agreement by the Majority Shareholder and the consummation by the Majority Shareholder of the transactions contemplated by this Agreement, including the Minority Offer, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the Estate Organizational documents of the Majority Shareholders; (ii) conflict with or violate any Law applicable to the Majority Shareholder or any of its properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation, or require any Consent under any Contract to which the Majority Shareholder is a party or otherwise bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the properties or assets of the Majority Shareholder, except, in the case of each of clauses (ii), (iii) and (iv), for any conflicts, violations, breaches, defaults, terminations, amendments, accelerations, cancellations or Liens, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Majority Shareholder’s ability to consummate the transactions contemplated by this Agreement. (c) Except for Company Regulatory Approvals, no Consents of any Regulatory Agency are necessary in connection with (i) the execution and delivery by Buyer of this Agreement and (ii) the consummation by the Majority Shareholder of the transactions contemplated by this Agreement. There are no Consents of any other third party required to be obtained in connection with the execution and delivery by the Majority Shareholder of this Agreement and the consummation by the Majority Shareholder of the transactions contemplated by this Agreement.

Authority Non Contravention Governmental Consents. (a) The Majority Shareholder Buyer has all requisite estate power power, authority and authority legal capacity to enter into and to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Majority Shareholder Buyer and the consummation by the Majority Shareholder Buyer of the Minority Offer and the other transactions contemplated hereby have been duly authorized by all necessary estate action on the part of the Majority Shareholder and no other estate proceedings on the part of the Majority Shareholder Buyer are necessary to authorize the execution and delivery of this Agreement or to consummate the Minority Offer and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Majority Shareholder Buyer and, assuming due execution and delivery by Buyerthe Company, constitutes the valid and binding obligation of the Majority ShareholderBuyer, enforceable against the Majority Shareholder Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors rights generally and by general principles of equity. (b) The execution, delivery and performance of this Agreement by the Majority Shareholder Buyer and the consummation by the Majority Shareholder Buyer of the transactions contemplated by this Agreement, including the Minority Offer, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the Estate Organizational documents of the Majority Shareholders; (ii) conflict with or violate any Law applicable to the Majority Shareholder Buyer or any of its properties or assets; (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation, or require any Consent under any Contract to which the Majority Shareholder Buyer is a party or otherwise bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the properties or assets of the Majority Shareholder, except, in the case of each of clauses (iii), (iiiii) and (iviii), for any conflicts, violations, breaches, defaults, terminations, amendments, accelerations, cancellations or Liens, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Majority Shareholder’s Buyer's ability to consummate the transactions contemplated by this Agreement. (c) Except for Company Regulatory Approvals, no No Consents of any Regulatory Agency are necessary in connection with (i) the execution and delivery by Buyer of this Agreement and (ii) the consummation by the Majority Shareholder Buyer of the transactions contemplated by this AgreementAgreement including the Minority Share Closing and the Majority Share Closing. There are no Consents of any other third party required to be obtained in connection with the execution and delivery by the Majority Shareholder Buyer of this Agreement and the consummation by the Majority Shareholder Buyer of the transactions contemplated by this Agreement.

Authority Non Contravention Governmental Consents. (a) The Majority Shareholder Buyer has all requisite estate power power, authority and authority legal capacity to enter into and to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Majority Shareholder Buyer and the consummation by the Majority Shareholder Buyer of the Minority Offer and the other transactions contemplated hereby have been duly authorized by all necessary estate action on the part of the Majority Shareholder and no other estate proceedings on the part of the Majority Shareholder Buyer are necessary to authorize the execution and delivery of this Agreement or to consummate the Minority Offer and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Majority Shareholder Buyer and, assuming due execution and delivery by Buyerthe Company, constitutes the valid and binding obligation of the Majority ShareholderBuyer, enforceable against the Majority Shareholder Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors rights generally and by general principles of equity. (b) The execution, delivery and performance of this Agreement by the Majority Shareholder Buyer and the consummation by the Majority Shareholder Buyer of the transactions contemplated by this Agreement, including the Minority Offer, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the Estate Organizational documents of the Majority Shareholders; (ii) conflict with or violate any Law applicable to the Majority Shareholder Buyer or any of its properties or assets; (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation, or require any Consent under any Contract to which the Majority Shareholder Buyer is a party or otherwise bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the properties or assets of the Majority Shareholder, except, in the case of each of clauses (iii), (iiiii) and (iviii), for any conflicts, violations, breaches, defaults, terminations, amendments, accelerations, cancellations or Liens, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Majority ShareholderBuyer’s ability to consummate the transactions contemplated by this Agreement. (c) Except for Company Regulatory Approvals, no No Consents of any Regulatory Agency are necessary in connection with (i) the execution and delivery by Buyer of this Agreement and (ii) the consummation by the Majority Shareholder Buyer of the transactions contemplated by this AgreementAgreement including the Minority Share Closing and the Majority Share Closing. There are no Consents of any other third party required to be obtained in connection with the execution and delivery by the Majority Shareholder Buyer of this Agreement and the consummation by the Majority Shareholder Buyer of the transactions contemplated by this Agreement.

Authority Non Contravention Governmental Consents. (a) The Majority Shareholder Company has all requisite estate power and authority to enter into and to perform its obligations under this Agreement the Transaction Documents and to consummate the Transactions. The Company Board at a duly held meeting in an affirmative vote of those directors present (which directors constituted a quorum) has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iii) resolved to recommend that the stockholders of the Company approve the adoption of this Agreement (the “Recommendation”), (iv) directed that such matter be submitted for a vote of the stockholders of the Company in the Consent Solicitation, and (v) assuming that the representations of Parent and Merger Sub set forth in Section 3.06 are correct, taken all necessary actions so that the restrictions in Takeover Statutes are not applicable to the Company, Parent, Merger Sub or their Affiliates, or this Agreement or the transactions contemplated hereby (including the Merger). The execution and delivery of this Agreement the Company of each of the Transaction Documents and any other agreements, documents and instruments to be executed and delivered by the Majority Shareholder Company in connection with this Agreement, and the consummation by the Majority Shareholder Company of the transactions contemplated hereby Transactions, have been duly authorized by all necessary estate action on the part of the Majority Shareholder Company and no other estate proceedings on the part of the Majority Shareholder Company are necessary to authorize the execution and delivery of this Agreement and of the Transaction Documents or to consummate the transactions contemplated herebyTransactions (other than, with respect to the Merger, the adoption of this Agreement by the holders of a majority of the then outstanding shares of Company Common Stock (the “Required Stockholder Vote”)). This Agreement has been duly executed and delivered by the Majority Shareholder Company and, assuming due execution and delivery by Buyerthe Buyer Parties, constitutes the valid and binding obligation of the Majority ShareholderCompany, enforceable against the Majority Shareholder Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors creditors’ rights generally and by general principles of equity. When signed, each of the Transaction Documents and the other agreements, documents, certificates, and instruments to be executed and delivered by the Company in connection with this Agreement or any of the Transaction Documents and any of the Transactions shall have been duly executed and delivered by the Company and shall constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The Assuming the receipt of the Required Stockholder Vote, the execution, delivery and performance of this Agreement by the Majority Shareholder Company, and, the execution, delivery and performance of any of the other Transaction Documents and the consummation of the Transactions by the Majority Shareholder of the transactions contemplated by this Agreement, including the Minority OfferCompany, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the Estate Organizational documents Charter Documents of the Majority Shareholdersany Acquired Company; (ii) conflict with or violate any Law applicable to the Majority Shareholder any Acquired Company or any of its their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation, or require any Consent under under, any Company Material Contract to which the Majority Shareholder any Acquired Company is a party or otherwise boundbound as of the date hereof; or (iv) result in the creation of any a Lien (other than Permitted Liens) on any of the properties or assets of the Majority Shareholderany Acquired Company, except, in the case of each of clauses (ii), (iii) and (iv), for any conflicts, violations, breaches, defaults, alterations, terminations, amendments, accelerations, cancellations or Liens, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Company Material Adverse Effect. All Consents required under the Majority Shareholder’s ability to consummate Debt Documents as a result of the transactions contemplated by this AgreementTransactions have been obtained. (c) Except for Company Regulatory ApprovalsNo consent, no Consents approval, order or authorization of, or registration, declaration or filing with, or notice to (any of the foregoing being a “Consent”), of any Regulatory Agency are necessary supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority, or any quasi-governmental or private body exercising any regulatory or other governmental or quasi-governmental authority (a “Governmental Entity”) is required to be obtained or made by the Company in connection with the execution, delivery and performance by the Company of any of the Transaction Documents and any of the Transactions, except for (i) such Consents as may be required under applicable state securities or “blue sky” Laws and the execution and delivery by Buyer securities Laws of this Agreement and any foreign country; (ii) the consummation filing of a Certificate of Merger as required by the Majority Shareholder of DGCL; and (iii) such other Consents which if not obtained or made would not reasonably be expected to have, individually or in the transactions contemplated by this Agreement. There are no Consents of any other third party required to be obtained in connection with the execution and delivery by the Majority Shareholder of this Agreement and the consummation by the Majority Shareholder of the transactions contemplated by this Agreementaggregate, a Company Material Adverse Effect.

Authority Non Contravention Governmental Consents. (a) The Majority Shareholder Each of the Buyer Parties has all requisite estate corporate or limited liability company power and authority to enter into and to perform its obligations under this Agreement each of the Transaction Documents and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement each of the Transaction Documents by each of the Majority Shareholder Buyer Parties and the consummation by the Majority Shareholder Buyer Parties of the transactions contemplated hereby Transactions have been duly authorized by all necessary estate corporate or limited liability company action on the part of the Majority Shareholder Buyer Parties and no other estate corporate or limited liability company proceedings on the part of the Majority Shareholder Buyer Parties are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by the Majority Shareholder Buyer Parties and, assuming due execution and delivery by Buyerthe Company, constitutes the valid and binding obligation of the Majority ShareholderBuyer Parties, enforceable against the Majority Shareholder Buyer Parties in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors creditors’ rights generally and by general principles of equity. When signed, each of the Transaction Documents and the other agreements, documents, certificates, and instruments to be executed and delivered by any of the Buyer Parties in connection with this any of the Transaction Documents and any of the Transactions shall have been duly executed and delivered by each of the Buyer Parties party thereto and shall constitute the valid and binding obligation of each of the Buyer Parties party thereto, enforceable against each such Buyer Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The execution, delivery and performance of this Agreement by the Majority Shareholder Buyer Parties, and the execution, delivery and performance of the other Transaction Documents and the consummation of the Transactions by the Majority Shareholder of the transactions contemplated by this Agreement, including the Minority OfferBuyer Parties, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the Estate Organizational documents Charter Documents of any of the Majority ShareholdersBuyer Parties; (ii) conflict with or violate any Law applicable to any of the Majority Shareholder Buyer Parties or any of its properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation, or require any Consent under any Contract to which any of the Majority Shareholder is Buyer Parties or their Subsidiaries are a party or otherwise bound; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the properties or assets of the Majority ShareholderBuyer Parties, except, in the case of each of clauses (ii), (iii) and (iv), for any conflicts, violations, breaches, defaults, terminations, amendments, accelerations, cancellations or Liens, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on any of the Majority Shareholder’s Buyer Parties’ ability to consummate the transactions contemplated by this AgreementTransactions. (c) Except for Company Regulatory Approvals, no Consents No Consent of any Regulatory Agency are necessary Governmental Entity is required to be obtained or made by any of the Buyer Parties in connection with the execution, delivery and performance by the Buyer Parties of any of the Transaction Documents or the consummation by any of the Buyer Parties of the Transactions, except for: (i) such Consents as may be required under applicable state securities or “blue sky” laws and the execution and delivery by Buyer securities Laws of this Agreement any foreign country and (ii) the consummation filing of a Certificate of Merger as required by the Majority Shareholder of the transactions contemplated by this Agreement. There are no Consents of any other third party required to be obtained in connection with the execution and delivery by the Majority Shareholder of this Agreement and the consummation by the Majority Shareholder of the transactions contemplated by this AgreementDGCL.