Common use of Authority; Noncontravention; Voting Requirements Clause in Contracts

Authority; Noncontravention; Voting Requirements. (a) SiriusXM has all necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is a party and, subject to the effectiveness of the SiriusXM Stockholder Consent, to perform its obligations hereunder and thereunder, and, subject to the effectiveness of the SiriusXM Stockholder Consent to consummate the Transactions. The execution, delivery and performance by SiriusXM of this Agreement and each of the other Transaction Agreements to which it is a party, and the consummation by it of the Transactions, have been duly authorized and approved by SiriusXM’s Board of Directors and the Special Committee and, subject to the effectiveness of, the SiriusXM Stockholder Consent, no other corporate action on the part of SiriusXM is necessary to authorize the execution, delivery and performance by SiriusXM of this Agreement, each of the other Transaction Agreements to which it is a party and the consummation by it of the Transactions. This Agreement and each of the other Transaction Agreements to which it is a party have been duly executed and delivered by SiriusXM and, assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes a legal, valid and binding obligation of SiriusXM, enforceable against SiriusXM in accordance with its and their terms, except that such enforceability is subject to the Bankruptcy and Equity Exception.

Authority; Noncontravention; Voting Requirements. (a) SiriusXM Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is a party and, subject to the effectiveness of the SiriusXM Stockholder Consent, to perform its obligations hereunder and thereunder, and, subject to obtaining the effectiveness of the SiriusXM Stockholder Consent Merger Sub Shareholder Approval, to consummate the Transactions. The execution, delivery and performance by SiriusXM Xxxxxx and Xxxxxx Sub of this Agreement and each of the other Transaction Agreements to which it is a party, and the consummation by it Xxxxxx and Xxxxxx Sub of the Transactions, have been duly unanimously authorized and approved by SiriusXM’s Board each of Directors the Parent Managing Member and the Special Committee Merger Sub Board, as applicable, and, subject except for filing the Certificate of Merger with the Secretary of State pursuant to the effectiveness of, DGCL and obtaining the SiriusXM Stockholder ConsentMerger Sub Shareholder Approval (which approval shall be provided by the written consent of Parent as promptly as practicable following the execution of this Agreement (and in any event within 24 hours)) and Governmental Approvals, no other corporate action (including any stockholder vote or other action) on the part of SiriusXM Parent or Merger Sub is necessary to authorize the execution, delivery and performance by SiriusXM Xxxxxx and Merger Sub of this Agreement, each of the other Transaction Agreements to which it is a party Agreement and the consummation by it Xxxxxx and Merger Sub of the Transactions. This Agreement and each of the other Transaction Agreements to which it is a party have has been duly and validly executed and delivered by SiriusXM Xxxxxx and Xxxxxx Sub and, assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and theretoCompany, constitutes a legal, valid and binding obligation of SiriusXMeach of Parent and Merger Sub, enforceable against SiriusXM each of them in accordance with its and their terms, except that such enforceability may be limited by and is subject to the Bankruptcy and Equity Exception.

Authority; Noncontravention; Voting Requirements. (a) SiriusXM Splitco has all necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is a party and, subject to obtaining the effectiveness of the SiriusXM Splitco Stockholder ConsentApproval, to perform its obligations hereunder and thereunder, and, subject to the effectiveness of the SiriusXM Stockholder Consent and to consummate the Transactions. The execution, delivery and performance by SiriusXM Splitco of this Agreement and each of the other Transaction Agreements to which it is a party, and the consummation by it of the Transactions, have been duly authorized and approved by SiriusXM’s Splitco's Board of Directors Directors, and except for obtaining the Special Committee andSplitco Stockholder Approval for the adoption of this Agreement, subject each of the other Transaction Agreements to which it is a party and approval of the effectiveness of, the SiriusXM Stockholder ConsentTransactions, no other corporate action on the part of SiriusXM Splitco is necessary to authorize the execution, delivery and performance by SiriusXM Splitco of this Agreement, each of the other Transaction Agreements to which it is a party and the consummation by it of the Transactions. This Agreement and each of the other Transaction Agreements to which it is a party have been duly executed and delivered by SiriusXM Splitco and, assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes a legal, valid and binding obligation of SiriusXMSplitco, enforceable against SiriusXM Splitco in accordance with its and their terms, except that such enforceability is subject to the Bankruptcy and Equity Exception.

Authority; Noncontravention; Voting Requirements. (a) SiriusXM DIRECTV has all necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is a party and, subject to obtaining the effectiveness of the SiriusXM DIRECTV Stockholder ConsentApproval, to perform its obligations hereunder and thereunder, and, subject to the effectiveness of the SiriusXM Stockholder Consent and to consummate the Transactions. The execution, delivery and performance by SiriusXM DIRECTV of this Agreement and each of the other Transaction Agreements to which it is a party, and the consummation by it of the Transactions, have been duly authorized and approved by SiriusXM’s DIRECTV's Board of Directors and the Special Committee andof DIRECTV's Board of Directors, subject to and except for obtaining the effectiveness ofDIRECTV Stockholder Approval for the adoption of this Agreement, including the SiriusXM Stockholder ConsentDIRECTV Merger, no other corporate action on the part of SiriusXM DIRECTV is necessary to authorize the execution, delivery and performance by SiriusXM DIRECTV of this Agreement, each of the other Transaction Agreements to which it is a party and the consummation by it of the Transactions. This Agreement and each of the other Transaction Agreements to which it is a party have been duly executed and delivered by SiriusXM DIRECTV and, assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes a legal, valid and binding obligation of SiriusXMDIRECTV, enforceable against SiriusXM DIRECTV in accordance with its and their terms, except that such enforceability is subject to the Bankruptcy and Equity Exception.

Authority; Noncontravention; Voting Requirements. (a) SiriusXM Each of Parent and Mxxxxx Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is a party and, subject to the effectiveness of the SiriusXM Stockholder Consent, to perform its obligations hereunder and thereunder, and, subject to obtaining the effectiveness of the SiriusXM Merger Sub Stockholder Consent Approval, to consummate the Transactions. The execution, delivery and performance by SiriusXM Pxxxxx and Merger Sub of this Agreement and each of the other Transaction Agreements to which it is a party, and the consummation by it Pxxxxx and Merger Sub of the Transactions, have been duly unanimously authorized and approved by SiriusXM’s each of the Parent Board of Directors and the Special Committee Merger Sub Board, as applicable, and, subject except for filing the Certificate of Merger with the Secretary of State pursuant to the effectiveness of, DGCL and obtaining the SiriusXM Merger Sub Stockholder ConsentApproval (which approval shall be provided by the written consent of Parent as promptly as practicable following the execution of this Agreement (and in any event within 24 hours)), no other corporate action (including any stockholder vote or other action) on the part of SiriusXM Parent or Merger Sub is necessary to authorize the execution, delivery and performance by SiriusXM Pxxxxx and Mxxxxx Sub of this Agreement, each of the other Transaction Agreements to which it is a party Agreement and the consummation by it Pxxxxx and Merger Sub of the Transactions. This Agreement and each of the other Transaction Agreements to which it is a party have has been duly and validly executed and delivered by SiriusXM Pxxxxx and Mxxxxx Sub and, assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and theretoCompany, constitutes a legal, valid and binding obligation of SiriusXMeach of Parent and Merger Sub, enforceable against SiriusXM each of them in accordance with its and their terms, except that such enforceability may be limited by and is subject to the Bankruptcy and Equity Exception.

Authority; Noncontravention; Voting Requirements. (a) SiriusXM Splitco has all necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is a party and, subject to obtaining the effectiveness of the SiriusXM Splitco Stockholder ConsentApproval, to perform its obligations hereunder and thereunder, and, subject to the effectiveness of the SiriusXM Stockholder Consent and to consummate the Transactions. The execution, delivery and performance by SiriusXM Splitco of this Agreement and each of the other Transaction Agreements to which it is a party, and the consummation by it of the Transactions, have been duly authorized and approved by SiriusXMSplitco’s Board of Directors Directors, and except for obtaining the Special Committee andSplitco Stockholder Approval for the adoption of this Agreement, subject each of the other Transaction Agreements to which it is a party and approval of the effectiveness of, the SiriusXM Stockholder ConsentTransactions, no other corporate action on the part of SiriusXM Splitco is necessary to authorize the execution, delivery and performance by SiriusXM Splitco of this Agreement, each of the other Transaction Agreements to which it is a party and the consummation by it of the Transactions. This Agreement and each of the other Transaction Agreements to which it is a party have been duly executed and delivered by SiriusXM Splitco and, assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes a legal, valid and binding obligation of SiriusXMSplitco, enforceable against SiriusXM Splitco in accordance with its and their terms, except that such enforceability is subject to the Bankruptcy and Equity Exception.

Authority; Noncontravention; Voting Requirements. (a) SiriusXM DIRECTV has all necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is a party and, subject to obtaining the effectiveness of the SiriusXM DIRECTV Stockholder ConsentApproval, to perform its obligations hereunder and thereunder, and, subject to the effectiveness of the SiriusXM Stockholder Consent and to consummate the Transactions. The execution, delivery and performance by SiriusXM DIRECTV of this Agreement and each of the other Transaction Agreements to which it is a party, and the consummation by it of the Transactions, have been duly authorized and approved by SiriusXMDIRECTV’s Board of Directors and the Special Committee andof DIRECTV’s Board of Directors, subject to and except for obtaining the effectiveness ofDIRECTV Stockholder Approval for the adoption of this Agreement, including the SiriusXM Stockholder ConsentDIRECTV Merger, no other corporate action on the part of SiriusXM DIRECTV is necessary to authorize the execution, delivery and performance by SiriusXM DIRECTV of this Agreement, each of the other Transaction Agreements to which it is a party and the consummation by it of the Transactions. This Agreement and each of the other Transaction Agreements to which it is a party have been duly executed and delivered by SiriusXM DIRECTV and, assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes a legal, valid and binding obligation of SiriusXMDIRECTV, enforceable against SiriusXM DIRECTV in accordance with its and their terms, except that such enforceability is subject to the Bankruptcy and Equity Exception.