Authority; Noncontravention; Voting Requirements. (a) Each of Parent, MLP Partners and Merger Sub has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the Merger and the payment of the Merger Consideration, as applicable. The execution, delivery and performance by the Sponsor Entities of this Agreement, and the consummation of the transactions contemplated hereby, including the Merger and the payment of the Merger Consideration, as applicable, have been duly authorized and approved by the Parent Board, the Management Board of MLP Partners and the Board of Directors of Merger Sub. (b) Neither the execution and delivery of this Agreement by a Sponsor Entity, nor the consummation by the Sponsor Entities of the transactions contemplated hereby, nor compliance by the Sponsor Entities with any of the terms or provisions of this Agreement, will (i) conflict with or violate any provision of the Charter Documents of the Sponsor Entities, and (ii) assuming that the authorizations, consents and approvals referred to in Section 4.3 are obtained and the filings referred to in Section 4.3 are made, violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Sponsor Entitles or any of their respective properties or assets. On or prior to the date hereof, Parent has provided to MLP an irrevocable unanimous written consent of MLP Partners approving this Agreement and the transactions contemplated hereby, including the Merger.
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