Common use of AUTHORITY OF COMPANY; NO BREACH BY AGREEMENT Clause in Contracts

AUTHORITY OF COMPANY; NO BREACH BY AGREEMENT. (a) Company has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Company, subject to the adoption of this Agreement by a majority of the votes entitled to be cast by the holders of the outstanding shares of Company Common Stock and Company Series G Stock, voting together as a single class, which is the only stockholder vote required for approval of this Agreement and consummation of the Merger by Company. Subject to such requisite stockholder approval, this Agreement represents a legal, valid, and binding obligation of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Company's Certificate of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any Company Subsidiary or any resolution adopted by the board of directors or the stockholders of any Company Entity, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Company Entity under, any Contract or Permit of any Company Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b) and adoption of this Agreement by the requisite vote of the holders of Company Capital Stock, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Company Entity or any of their respective Assets, where such Default, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Other than (i) the adoption of this Agreement by the requisite vote of the holders of Company Capital Stock, (ii) the filing of the Certificate of Merger reflecting the Merger with the Secretary of State of the State of Delaware, (iii) notifications and other filings under the HSR Act, (iv) the filing by Company of the Proxy Statement with the SEC, (v) the filing by Parent of the Registration Statement with the SEC and the SEC's declaring effective the Registration Statement, and (vi) Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, no notice to, filing with, or Consent of, any Regulatory Authority or other Person is necessary for the consummation by Company of the Merger and the other transactions contemplated in this Agreement.

AUTHORITY OF COMPANY; NO BREACH BY AGREEMENT. (a) Company has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the adoption and approval of this Agreement and the Merger by Company’s stockholders in accordance with this Agreement and Delaware law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The Company’s Board of Directors, at a meeting duly called and held, has determined that this Agreement and the transactions contemplated hereby (including the Merger) are advisable and in the best interests of the Company’s stockholders. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Company, subject to the approval and adoption of this Agreement by the holders of a majority of the votes entitled to be cast by the holders of the outstanding shares of Company Common Stock and Company Series G Stock, Preferred Stock voting together as a single class, which is the only stockholder vote required for approval of this Agreement and consummation of the Merger by Company. Subject to such requisite stockholder approval, this This Agreement represents a legal, valid, and binding obligation of Company, enforceable against Company in accordance with its terms except (except in all cases x) as such enforceability the same may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws laws of general application relating to or affecting creditors’ rights, and (y) for the enforcement limitations imposed by general principles of creditors' rights generally equity. The foregoing exceptions (x) and except that (y) are hereinafter referred to as the availability “Enforceability Exceptions.” No class of capital stock of Company has a separate class vote with respect to this Agreement, the equitable remedy of specific performance Merger or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)other transactions contemplated by this Agreement. (b) Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Company's ’s Certificate of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any Company Subsidiary or any resolution adopted by the board of directors or the stockholders of any Company Entity, or (ii) except as disclosed in Section 5.2 of the Company Disclosure Memorandum, constitute or result in a Default default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Company Entity under, any material Contract or material Permit of any Company Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b) and adoption of this Agreement by the requisite vote of the holders of Company Capital Stock, constitute or result in a Default default under, or require any Consent pursuant to, any Law or Order applicable to any Company Entity or any of their respective material Assets, where such Default, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Other than (i) in connection or compliance with the adoption of this Agreement by the requisite vote provisions of the holders Securities Laws, applicable state corporate and securities Laws, and the rules of Company Capital StockNasdaq, (ii) the filing of the Certificate of Merger reflecting the Merger with the Secretary of State of the State of Delaware, (iii) notifications and other filings under the HSR Act, (iv) the filing by Company of the Proxy Statement with the SEC, (v) the filing by Parent of the Registration Statement with the SEC and the SEC's declaring effective the Registration Statement, and (vi) Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effectthan any Consents required from Regulatory Authorities, no notice to, filing with, or Consent of, any Regulatory Authority public body or other Person authority by any Company Entity is necessary for the consummation by Company of the Merger and the other transactions contemplated in this Agreement.

AUTHORITY OF COMPANY; NO BREACH BY AGREEMENT. (a) Company has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the adoption of this Agreement by Company's stockholders in accordance with this Agreement and the DGCL, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Company, subject to the adoption of this Agreement by the holders of a majority of the votes entitled to be cast by the holders of the outstanding shares of Company Common Stock and the holders of two-thirds of the outstanding shares of Company Series G Preferred Stock, voting together as a single classcontemplated by Section 8.1, which is are the only stockholder vote votes required for approval adoption of this Agreement and consummation of the Merger by Company. Subject to such requisite stockholder approval, this Agreement represents a legal, valid, and binding obligation of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither Except as disclosed in Section 5.2(b) of the Company Disclosure Memorandum, neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated herebyhereby (including, without limitation, the setting up, the payment and the other operation of the Escrow Deposits), nor compliance by Company with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Company's Certificate of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws or similar constitutive document of any Company Subsidiary or any resolution adopted by the board of directors or the stockholders of any Company Entity, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any material Asset of any Company Entity under, any Company Contract or Permit of any Company Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b5.2(b) and adoption of this Agreement by the requisite vote of the holders of Company Capital StockDisclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Company Entity or any of their respective material Assets, where such Default, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Other than (iConsents required from Regulatory Authorities set forth in Section 5.2(c) the adoption of this Agreement by the requisite vote of the holders of Company Capital StockDisclosure Memorandum, (ii) the filing of the Certificate of Merger reflecting the Merger and other than notices to or filings with the Secretary Internal Revenue Service ("IRS"), the Department of State of Labor or the State of DelawarePension Benefit Guaranty Corporation with respect to any employee benefit plans, (iii) notifications and other filings or under the HSR Act, (iv) no notice to, filing with, or Consent of, any public body or authority or any other Person who is not party to or bound by a Contract with Company or any Company Entity is necessary for the filing consummation by Company of the Proxy Statement with Merger and the SECother transactions contemplated in this Agreement (including, (v) without limitation, the filing by Parent setting up, the payment and the other operation of the Registration Statement with the SEC and the SEC's declaring effective the Registration StatementEscrow Deposits), and (vi) other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, no notice to, filing with, or Consent of, any Regulatory Authority or other Person is necessary for the consummation by Company of the Merger and the other transactions contemplated in this Agreement.

AUTHORITY OF COMPANY; NO BREACH BY AGREEMENT. (a) Company has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Company and the consummation by Company of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Company, subject to the adoption approval of the Merger and this Agreement by a majority the Shareholders in accordance with the requirements of the votes entitled to be cast by GBCC and the holders Company's Articles of the outstanding shares of Company Common Stock Incorporation and Company Series G Stock, voting together as a single class, which is the only stockholder vote required for approval of this Agreement and consummation of the Merger by CompanyBylaws. Subject to such requisite stockholder Shareholder approval, this Agreement represents a legal, valid, and binding obligation of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Company, and the Shareholders, nor the consummation by Company and the Shareholders of the transactions contemplated hereby, nor compliance by Company and the Shareholders with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Company's Certificate Articles of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any Company Subsidiary or any resolution adopted by the board of directors or the stockholders shareholders of any Company Entity, or (ii) except as disclosed in Section 5.2 of the Company and Shareholder Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Company Entity under, any Contract or Permit of any Company Entity, Entity where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, Effect or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b10.1(b), and other than with respect to matters addressed by Section 5.2(c) and adoption of this Agreement by the requisite vote of the holders of Company Capital Stock, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Company Entity or any of their respective AssetsMaterial Assets (including any Acquiror Entity or any Company Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Acquiror Entity or any Company Entity being reassessed or revalued by any Taxing authority), where such Default, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Other than (i) in connection or compliance with the adoption of this Agreement by the requisite vote provisions of the holders of Company Capital StockSecurities Laws, (ii) the filing of the Certificate of Merger reflecting the Merger applicable state corporate and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Secretary of State of Internal Revenue Service or the State of DelawarePension Benefit Guaranty Corporation with respect to any employee benefit plans, (iii) notifications and other filings or under the HSR Act, (iv) the filing by Company of the Proxy Statement with the SEC, (v) the filing by Parent of the Registration Statement with the SEC and the SEC's declaring effective the Registration Statement, and (vi) other than Consents, filings, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, no notice to, filing with, or Consent of, any Regulatory Authority public body or other Person authority is necessary for the consummation by Company of the Merger and the other transactions contemplated in this Agreement.