Authority Relative to this Agreement and the Registration Rights Agreement. Each of Holdings and Parent Holdings has the requisite corporate power and authority to execute and deliver this Agreement and, if a party thereto, the Registration Rights Agreement, to perform its obligations hereunder and, if a party thereto, thereunder and to consummate the transactions contemplated hereby and, if a party thereto, thereby. The execution, delivery and performance of this Agreement and the Registration Rights Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Holdings and Parent Holdings, and no other corporate action on the part of Holdings or Parent Holdings (including on the part of their respective stockholders) is required to authorize the execution, delivery and performance hereof and thereof and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each of Parent Holdings and Holdings and, assuming that it constitutes a valid and binding agreement of Laser and Laser Sub, constitutes the valid and binding obligation of Parent Holdings and Holdings enforceable against Parent Holdings and Holdings in accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. Prior to the Holdings Effective Time, the Registration Rights Agreement will have been duly executed and delivered by Parent Holdings and, assuming that it constitutes the valid and binding agreement of Laser, will constitute the valid and binding obligation of Parent Holdings enforceable against Parent Holdings in accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.
Authority Relative to this Agreement and the Registration Rights Agreement. SkyTerra has the requisite corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement by SkyTerra and the consummation by SkyTerra of the transactions contemplated hereby and thereby have been duly authorized by SkyTerra’s Board of Directors, and no other corporate or stockholder proceedings on the part of SkyTerra are necessary to authorize this Agreement and the Registration Rights Agreement or for SkyTerra to consummate the transactions contemplated hereby or thereby. Each of this Agreement and the Registration Rights Agreement has been duly and validly executed and delivered by SkyTerra and, assuming the due authorization, execution and delivery thereof by Blocker Corporation and the Funds, constitutes the valid and binding obligation of SkyTerra, enforceable against SkyTerra in accordance with its terms.
Authority Relative to this Agreement and the Registration Rights Agreement. Blocker Corporation has the requisite corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement by Blocker Corporation and the consummation by Blocker Corporation of the transactions contemplated hereby and thereby have been duly authorized by Blocker Corporation’s board of directors and no other corporate or stockholder proceedings on the part of Blocker Corporation are necessary to authorize this Agreement or the Registration Rights Agreement or for Blocker Corporation to consummate the transactions contemplated hereby or thereby. Each of this Agreement and the Registration Rights Agreement has been duly and validly executed and delivered by Blocker Corporation and, assuming the due authorization, execution and delivery thereof by SkyTerra and the other parties thereto, constitutes the valid and binding obligation of Blocker Corporation, enforceable against it in accordance with its terms.
Authority Relative to this Agreement and the Registration Rights Agreement. Motient and MVH each have the requisite corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement by Motient and MVH and the consummation by Motient and MVH of the transactions contemplated hereby and thereby have been duly authorized by Motient and MVH’s board of directors and no other corporate or stockholder proceedings on the part of Motient or MVH are necessary to authorize this Agreement or the Registration Rights Agreement or for Motient or MVH to consummate the transactions contemplated hereby or thereby. Each of this Agreement and Registration Rights Agreement has been duly and validly executed and delivered by Motient and MVH and, assuming the due authorization, execution and delivery thereof by SkyTerra and the other parties thereto, constitutes the valid and binding obligation of Motient and MVH, enforceable against it in accordance with its terms.
Authority Relative to this Agreement and the Registration Rights Agreement. Columbia has the requisite limited partnership power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement by Columbia and the consummation by Columbia of the transactions contemplated hereby and thereby have been duly authorized by Columbia and no other limited partnership proceedings on the part of Columbia are necessary to authorize this Agreement or the Registration Rights Agreement or for Columbia to consummate the transactions contemplated hereby or thereby. Each of this Agreement and Registration Rights Agreement has been duly and validly executed and delivered by Columbia and, assuming the due authorization, execution and delivery thereof by SkyTerra and the other parties thereto, constitutes the valid and binding obligation of Columbia, enforceable against it in accordance with its terms.
Authority Relative to this Agreement and the Registration Rights Agreement. BCE has the requisite corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement by BCE, and the consummation by BCE of the transactions contemplated hereby have been duly authorized by BCE, and no other proceedings on the part of BCE are necessary to authorize this Agreement or for BCE to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by BCE and, assuming the due authorization, execution and delivery thereof by Motient and Sub, constitutes the valid and binding obligation of BCE, enforceable against BCE in accordance with its terms.
Authority Relative to this Agreement and the Registration Rights Agreement. Such Warrantholder has all necessary power and authority to execute and deliver this Agreement and the Registration Rights Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Registration Rights Agreement has been duly executed and delivered by such Warrantholder and constitutes a legal, valid and binding obligation of such Warrantholder, enforceable against such Warrantholder in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.
Authority Relative to this Agreement and the Registration Rights Agreement. Fund has the requisite limited [partnership][liability company] power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement by Fund, and the consummation by Fund of the transactions contemplated hereby have been duly authorized by the Fund, and no other proceedings on the part of Fund are necessary to authorize this Agreement or for Fund to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Fund and, assuming the due authorization, execution and delivery thereof by Motient and Sub, constitutes the valid and binding obligation of Fund, enforceable against it in accordance with its terms.
Authority Relative to this Agreement and the Registration Rights Agreement. Holder has the requisite [limited partnership][limited liability company][corporate] power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement by Holder, and the consummation by Holder of the transactions contemplated hereby have been duly authorized by the Holder, and no other proceedings on the part of Holder are necessary to authorize this Agreement or for Holder to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Holder and, assuming the due authorization, execution and delivery thereof by Motient and Sub, constitutes the valid and binding obligation of Holder, enforceable against it in accordance with its terms.
Authority Relative to this Agreement and the Registration Rights Agreement. Verizon has the necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreement and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Registration Rights Agreement by Verizon, and the consummation by Verizon of the transactions contemplated hereby and thereby, including the purchase of the Shares and the shares of Common Stock upon conversion of the Shares, have been duly authorized by all necessary corporate action on the part of Verizon. This Agreement and the Registration Rights Agreement have been duly executed and delivered by Verizon and, assuming the due authorization, execution and delivery thereof by Verizon, constitute legal, valid and binding obligations of Verizon, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).
