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

Authority; Noncontravention; Voting Requirements. (a) Each of the MLP Entities has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the Merger and the GP Merger, subject to obtaining the MLP Unitholder Approval for the Merger. The execution, delivery and performance by the MLP Entities of this Agreement, and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger, have been duly authorized and approved by the MLP Managing GP Board, which, at a meeting duly called and held, has, on behalf of MLP and MLP GP, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger, and (ii) resolved to submit the Agreement to a vote of the MLP Limited Partners and limited partners of MLP GP and to recommend adoption of this Agreement by the MLP Limited Partners, and except for obtaining the MLP Unitholder Approval for the adoption of this Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of the MLP Entities is necessary to authorize the execution, delivery and performance by the MLP Entities of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger. The limited partners of MLP GP have unanimously approved the adoption of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the MLP Entities and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of each of the MLP Entities, enforceable against each of them in accordance with its terms.

Authority; Noncontravention; Voting Requirements. (a) Each of the MLP Entities Company and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the Merger and the GP Merger, subject to obtaining the MLP Unitholder Approval for the Mergerby this Agreement. The execution, delivery and performance by the MLP Entities Company and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, including the Merger and the GP Mergerby this Agreement, have been duly authorized and approved by Merger Sub and the MLP Managing GP Company, as its sole member, and by the Company Board, which, at a meeting duly called and held, has, on behalf of MLP and MLP GP, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger, and (ii) resolved to submit the Agreement to a vote of the MLP Limited Partners and limited partners of MLP GP and to recommend adoption of this Agreement by the MLP Limited Partners, and except for obtaining the MLP Unitholder Approval for the adoption of this Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of the MLP Entities Company and Merger Sub is necessary to authorize the execution, delivery and performance by the MLP Entities Company and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger. The limited partners of MLP GP have unanimously approved the adoption of by this Agreement and the consummation of the transactions contemplated herebyAgreement. This Agreement has been duly executed and delivered by the MLP Entities Company and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, Parties hereto constitutes the a legal, valid and binding obligation of each of the MLP EntitiesCompany and Merger Sub, enforceable against each of them in accordance with its terms. The Company Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or similar Law applicable to the Company or any of its Subsidiaries (including the restrictions on “business combinations” with an “interested stockholder” (each as defined in Section 203 of the DGCL) under Section 203 of the DGCL) (“Takeover Laws”) do not, and will not, apply to this Agreement and the consummation of the transactions contemplated this Agreement, including the Merger and the Company Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of the MLP Entities has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the Merger and the GP Merger, subject to obtaining the MLP Unitholder Approval for the MergerApproval. The execution, delivery and performance by the MLP Entities of this Agreement, and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger, have been duly authorized and approved by the MLP Managing GP Board, which, at a meeting duly called and held, has, on behalf of MLP and MLP GP, has unanimously (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger, hereby and (ii) resolved to submit the Agreement to a vote of the MLP Limited Partners and limited partners of MLP GP and to recommend adoption of this Agreement by the MLP Limited PartnersPartners of MLP, and except for obtaining the MLP Unitholder Approval for the adoption of this Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of the MLP Entities is necessary to authorize the execution, delivery and performance by the MLP Entities of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger. The limited partners of MLP GP have unanimously approved the adoption of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the MLP Entities and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the a legal, valid and binding obligation of each of the MLP Entities, enforceable against each of them in accordance with its terms.

Authority; Noncontravention; Voting Requirements. (a) Each of the MLP Entities Parent, Holdings and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the Merger and the GP Merger, subject to obtaining the MLP Unitholder Approval for the Mergerby this Agreement. The execution, delivery and performance by each of Parent, Holdings and Merger Sub of the MLP Entities of this Agreement, Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby, including by the Merger and the GP MergerTransaction Documents to which it is a party, have been been, as applicable, duly authorized and approved by the MLP Managing GP Parent Board, which, at a meeting duly called for and held, has, on behalf of MLP and MLP GPParent, (i) approved and declared advisable this Agreement and the transactions contemplated herebyHoldings Board, including the for and on behalf of Holdings and Merger and the GP MergerSub, as applicable, and (ii) resolved to submit the Agreement to a vote of the MLP Limited Partners and limited partners of MLP GP and to recommend adoption of this Agreement by the MLP Limited Partners, and except for obtaining the MLP Unitholder Approval for the adoption of this Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of the MLP Entities Parent, Holdings or Merger Sub is necessary to authorize the execution, delivery and performance by Xxxxxx, Holdings and Merger Sub of the MLP Entities of this Agreement Transaction Documents and the consummation of the transactions contemplated hereby, including the Merger by hereby and the GP Merger. The limited partners of MLP GP have unanimously approved the adoption of this Agreement and the consummation of the transactions contemplated herebythereby. This Agreement has been duly executed and delivered by the MLP Entities each of Parent, Holdings and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the a legal, valid and binding obligation of each of the MLP EntitiesParent, Holdings and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. The Parent Board has taken all necessary action so that any Takeover Laws applicable to Parent or any of its Subsidiaries do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger and the Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of the MLP Entities Parent, EQM LP and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and and, subject to obtaining the Parent Shareholder Approval in the case of Parent, to consummate the transactions contemplated hereby, including the Merger and the GP Merger, subject to obtaining the MLP Unitholder Approval for the Mergerby this Agreement. The execution, delivery and performance by the MLP Entities Parent, EQM LP and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, including the Merger and the GP Mergerby this Agreement, have been duly authorized and approved by each of the MLP Managing GP Boardboards of directors of Parent and EQM LP, which, at a meeting duly called for the relevant entity and held, has, for and on behalf of MLP and MLP GP, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger and the GP MergerSub, and (ii) resolved to submit the Agreement to a vote of the MLP Limited Partners and limited partners of MLP GP and to recommend adoption of this Agreement by the MLP Limited Partners, and except for obtaining the MLP Unitholder Approval for the adoption of this Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of the MLP Entities Parent, EQM LP or Merger Sub is necessary to authorize the execution, delivery and performance by the MLP Entities Parent, EQM LP and Merger Sub of this Agreement and and, except for obtaining the Parent Shareholder Approval in the case of Parent, the consummation of the transactions contemplated hereby, including the Merger and the GP Merger. The limited partners of MLP GP have unanimously approved the adoption of by this Agreement and the consummation of the transactions contemplated herebyAgreement. This Agreement has been duly executed and delivered by the MLP Entities each of Parent, EQM LP and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the a legal, valid and binding obligation of each of the MLP EntitiesParent, EQM LP and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. The Parent Board has taken all necessary action so that any Takeover Laws applicable to Parent or any of its Subsidiaries do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger and the Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of the MLP Entities Company, New EP and Merger Sub One has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining (i) the Company Stockholder Approval, (ii) the consent of New EP to the Conversion following the First Effective Time, and (iii) approval by the Company of the New EP Charter Amendment and the Second Merger, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby, including the Merger and the GP Merger, subject to obtaining the MLP Unitholder Approval for the MergerTransactions. The execution, delivery and performance by the MLP Entities Company, New EP and Merger Sub One of this Agreement, and the consummation by the Company, New EP and Merger Sub One of the transactions contemplated hereby, including the Merger and the GP MergerTransactions, have been duly authorized and approved by the MLP Managing GP Board, which, at a meeting duly called and held, has, on behalf of MLP and MLP GP, (i) approved and declared advisable this Agreement Company Board and the transactions contemplated hereby, including the board of directors of New EP and Merger and the GP Merger, and (ii) resolved to submit the Agreement to a vote of the MLP Limited Partners and limited partners of MLP GP and to recommend adoption of this Agreement by the MLP Limited PartnersSub One, and except for obtaining (i) the MLP Unitholder Company Stockholder Approval for the adoption of this Agreement and the First Merger Agreement, (ii) the consent of New EP to the Conversion following the First Effective Time, and consummation (iii) approval by the Company of the transactions contemplated herebyNew EP Charter Amendment and the Second Merger, no other entity corporate action on the part of the MLP Entities Company, New EP and Merger Sub One is necessary to authorize the execution, delivery and performance by the MLP Entities Company, New EP and Merger Sub One of this Agreement and the consummation by them of the transactions contemplated hereby, including the Merger and the GP Merger. The limited partners of MLP GP have unanimously approved the adoption of this Agreement and the consummation of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by the MLP Entities Company, New EP and Merger Sub One and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the a legal, valid and binding obligation of each of the MLP EntitiesCompany, enforceable against each of them in accordance with its terms.

Authority; Noncontravention; Voting Requirements. (a) Each of the MLP Entities The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger and the GP Merger, subject to obtaining the MLP Unitholder Approval for the Mergerother Transactions. The execution, delivery and performance by the MLP Entities Company of this Agreement, and the consummation by it of the transactions contemplated hereby, including the Merger and the GP Mergerother Transactions, have been duly authorized and approved by its Board of Directors, which has recommended to the MLP Managing GP BoardCompany's stockholders the approval of the Merger and this Agreement as in the best interests of the Company and its stockholders, whichand any vote, at a meeting duly called approval or consent required to be received from the holders of any class or series of capital stock of the Company or any other security issued by the Company (including the Warrants) in order for the Company under the DGCL and held, has, on behalf the Company's certificate of MLP incorporation and MLP GP, (i) approved bylaws and declared advisable any agreement with any securityholder of the Company to enter into this Agreement and the transactions contemplated hereby, including to consummate the Merger and the GP Merger, other Transactions has been obtained and remains in full force and effect (ii) resolved to submit the Agreement to a vote of the MLP Limited Partners and limited partners of MLP GP and to recommend adoption of this Agreement by the MLP Limited Partners, and except for obtaining the MLP Unitholder Approval for the adoption of this Agreement, and consummation of the transactions contemplated hereby, no "Company Stockholder Approval"). No other entity corporate action on the part of the MLP Entities Company is necessary to authorize the execution, delivery and performance by the MLP Entities Company of this Agreement and the consummation by it of the transactions contemplated hereby, including the Merger and the GP Merger. The limited partners of MLP GP have unanimously approved the adoption of this Agreement and the consummation of the transactions contemplated herebyother Transactions. This Agreement has been duly executed and delivered by the MLP Entities Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto, constitutes the a legal, valid and binding obligation of each of the MLP EntitiesCompany, enforceable against each of them the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the "Bankruptcy and Equity Exception").