Common use of Authorization and Execution of Transaction Documents Clause in Contracts

Authorization and Execution of Transaction Documents. Each EchoStar Party has taken all necessary corporate action to authorize the execution, delivery and performance of its obligations under this Agreement and to consummate the Closing Transactions and, as of the Closing, each EchoStar Party shall have taken all necessary corporate action to authorize the execution, delivery and performance of its obligations under each of the other Transaction Documents to which it is, or shall be, a party and to consummate the Pre‑Closing Restructuring. No other corporate proceedings on the part of any EchoStar Party is necessary to approve this Agreement or to consummate the Closing Transactions and, as of the Closing, no other corporate proceedings on the part of any EchoStar Party will be necessary to approve any other Transaction Document to which it is a party or to consummate the Pre‑Closing Restructuring. As of the date of this Agreement, the board of directors of EchoStar has approved this Agreement, the other Transaction Documents to which it is a party, the Pre‑Closing Restructuring and the Closing Transactions. As of the date of this Agreement, the board of directors of ET Splitco has approved this Agreement, the other Transaction Documents to which it is a party, the Pre-Closing Restructuring and the Closing Transactions. As of the date of this Agreement, EchoStar, in its capacity as the sole manager of EB Holdco, has approved this Agreement, the other Transaction Documents to which EB Holdco is a party and the Closing Transactions. As of the date of this Agreement, the board of directors of EB Splitco has approved this Agreement, the other Transaction Documents to which it is a party, the Pre‑Closing Restructuring and the Closing Transactions. No vote or consent of the holders of any class or series of capital stock of any EchoStar Party or any of the Significant EchoStar Subsidiaries is necessary to approve this Agreement, the other Transaction Documents, the Pre-Closing Restructuring or the Closing Transactions. This Agreement has been duly executed and delivered by each EchoStar Party, and each other Transaction Document to which each EchoStar Party is a party, when delivered by it in accordance herewith, shall have been duly executed and delivered by such EchoStar Party.

Authorization and Execution of Transaction Documents. (i) Each EchoStar DISH Party has taken all necessary corporate action to authorize the execution, delivery and performance of its obligations under this Agreement and to consummate the Closing Transactions andMerger, and (ii) as of the Closing, each EchoStar DISH Party (not including Newco) shall have taken all necessary corporate action to authorize the execution, delivery and performance of its obligations under each of the other Transaction Documents to which it is, or shall be, a party and to consummate the Pre‑Closing Restructuring. No other corporate proceedings on the part of any EchoStar Party is necessary to approve this Agreement or to consummate the Closing Transactions and, as of the Closing, no other corporate proceedings on the part of any EchoStar Party will be necessary to approve any other Transaction Document to which it is a party or to consummate the Pre‑Closing Restructuringparty. As of the date of this Agreement, the board of directors of EchoStar DISH has approved this Agreement, the other Transaction Documents to which it is a party, the Pre‑Closing Restructuring Merger and the Closing Transactionsissuance of DISH Shares. As of the date of this Agreement, the board of directors of ET Splitco Merger Sub has (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of Merger Sub and its stockholders, (b) adopted, approved and declared advisable this Agreement and the Merger, on the terms and subject to the conditions set forth in this Agreement and (c) resolved to recommend that the sole stockholder of Merger Sub approve the Merger and adopt this Agreement, the other Transaction Documents to which it is a party, the Pre-Closing Restructuring and the Closing Transactions. As of the date of this Agreement, EchoStar, in its capacity as the sole manager of EB Holdco, has approved this Agreement, the other Transaction Documents to which EB Holdco is a party and the Closing Transactions. As of the date of this Agreement, the board of directors of EB Splitco has approved this Agreement, the other Transaction Documents to which it is a party, the Pre‑Closing Restructuring and the Closing Transactions. No vote or consent of the holders of any class or series of capital stock of any EchoStar Party or any of the Significant EchoStar Subsidiaries is necessary to approve this Agreement, the other Transaction Documents, the Pre-Closing Restructuring or the Closing Transactions. This Agreement has been duly executed and delivered by each EchoStar DISH Party, and each other Transaction Document to which each EchoStar Party it is a party, when delivered by it in accordance herewith, shall have been duly executed and delivered by such EchoStar DISH Party. No vote of the holders of any class of common stock of DISH is required to consummate the Merger or the other transactions contemplated hereby.

Authorization and Execution of Transaction Documents. (i) Each EchoStar Party of Schlumberger US and Schlumberger Canada has taken all necessary corporate action entity action, as applicable, to authorize the execution, delivery and performance of its obligations under this Agreement and to consummate the Closing Transactions andtransactions contemplated hereby, including the Equity Sale, (ii) as of the Restructuring Closing, each EchoStar Schlumberger Party shall have taken taken, and shall have caused its respective applicable Subsidiaries to have taken, all necessary corporate entity action to consummate the Pre-Closing Restructuring and (iii) each Schlumberger Party has taken, and shall have caused its respective applicable Subsidiaries to have taken, all necessary entity action to authorize the execution, delivery and performance of its and their obligations under each of the other Transaction Documents to which it it, or they, is, are, or shall be, a party and to consummate the Pre‑Closing Restructuringtransactions contemplated hereby and thereby. (A) No other corporate proceedings entity action on the part of any EchoStar Schlumberger Party or any Subsidiary of any Schlumberger Party is necessary to approve this Agreement or the Primary Restructuring Agreements or to consummate the transactions contemplated hereby or thereby, including the Equity Sale, (B) as of the Restructuring Closing, no other entity action on the part of any Schlumberger Party or any Subsidiary of any Schlumberger Party will be necessary to consummate the Pre-Closing Transactions and, Restructuring and (C) as of the Closing, no other corporate proceedings entity action on the part of any EchoStar Schlumberger Party (including the Target Companies) or any Subsidiary of any Schlumberger Party will be necessary to approve any other Transaction Document to which it is a party or to consummate the Pre‑Closing Restructuring. As of the date of this Agreement, the board of directors of EchoStar has approved this Agreement, the other Transaction Documents to which it is a party, the Pre‑Closing Restructuring and the Closing Transactions. As of the date of this Agreement, the board of directors of ET Splitco has approved this Agreement, the other Transaction Documents to which it is a party, the Pre-Closing Restructuring and the Closing Transactions. As of the date of this Agreement, EchoStar, in its capacity as the sole manager of EB Holdco, has approved this Agreement, the other Transaction Documents to which EB Holdco is a party and the Closing Transactions. As of the date of this Agreement, the board of directors of EB Splitco has approved this Agreement, the other Transaction Documents to which it is a party, the Pre‑Closing Restructuring and the Closing Transactions. No vote or consent of the holders of any class or series of capital stock of any EchoStar Schlumberger Party or any of the Significant EchoStar Subsidiaries is necessary to approve this Agreement, the other Transaction Documents, the Pre-Closing Restructuring or Restructuring, the Closing TransactionsEquity Sale and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by each EchoStar Schlumberger Party, each Primary Restructuring Agreement has been duly executed and delivered by each party thereto and each other Transaction Document to which any Schlumberger Party or each EchoStar Subsidiary of any Schlumberger Party is a party, when delivered by it in accordance herewith, shall have been duly executed and delivered by such EchoStar PartySchlumberger Party or applicable Subsidiary thereof. Other than approvals that have been obtained, no vote of the holders of any class of capital stock or other Equity Interests of any Schlumberger Party is required to consummate the Equity Sale or the other transactions contemplated hereby. Schlumberger US and Schlumberger Canada have made available to Liberty Parent a true and complete copy of each of the Corporate Documents of the Target Companies in effect as of the date of this Agreement and a form of each Primary Restructuring Agreement (in each case, including all exhibits, schedules, annexes and amendments thereto).

Authorization and Execution of Transaction Documents. Each EchoStar Party (i) Other than obtaining the Liberty Parent Stockholder Approval, each of Liberty Parent, US Buyer and Canadian Buyer has taken all necessary corporate action entity action, as applicable, to authorize the execution, delivery and performance of its obligations under this Agreement and to consummate the Closing Transactions andtransactions contemplate hereby, as of and (ii) each Liberty Party (not including the Closing, each EchoStar Party shall have Target Companies) has taken all necessary corporate entity action to authorize the execution, delivery and performance of its and their obligations under each of the other Transaction Documents to which it it, or they, is, are, or shall be, a party and to consummate the Pre‑Closing Restructuringtransactions contemplated hereby and thereby. No other corporate proceedings entity action on the part of any EchoStar Liberty Party (not including the Target Companies) or any Subsidiary of any Liberty Party is necessary to approve this Agreement or to consummate the Closing Transactions transactions contemplated hereby or thereby, including the Equity Sale and, as of the Closing, no other corporate proceedings entity action on the part of any EchoStar Liberty Party (not including the Target Companies) or any Subsidiary of any Liberty Party will be necessary to approve any other Transaction Document to which it is a party or to consummate the Pre‑Closing Restructuringparty. As of the date of this Agreement, the board of directors of EchoStar Liberty Parent Board has approved this Agreement, the other Transaction Documents to which it Liberty Parent, US Buyer or Canadian Buyer is a party, the Pre‑Closing Restructuring Equity Sale and the Closing TransactionsLiberty Parent Share Issuance. As of the date of this Agreement, the Liberty Parent Board has (1) determined that this Agreement and the transactions contemplated hereby are fair to, and in the best interests of, Liberty Parent and the holders of Liberty Parent Common Stock, (2) approved and declared advisable this Agreement and the transactions contemplated hereby, and (3) resolved to recommend that the holders of Liberty Parent Class A Common Stock and Liberty Parent Class B Common Stock, voting together as a single class, approve the Liberty Parent Share Issuance (such recommendation described in clause (3), the “Liberty Board Recommendation”). Liberty Parent, as the direct and indirect managing member of US Buyer, and the board of directors of ET Splitco has Canadian Buyer have approved this Agreement, the other Transaction Documents to which it US Buyer and Canadian Buyer is a party, the Pre-Closing Restructuring and the Closing Transactions. As of the date of transactions contemplated by this Agreement, EchoStar, in its capacity as the sole manager of EB Holdco, has approved this Agreement, the other Transaction Documents to which EB Holdco is a party Agreement and the Closing Transactions. As of the date of this Agreement, the board of directors of EB Splitco has approved this Agreement, the other Transaction Documents to which it is a party, the Pre‑Closing Restructuring and the Closing Transactions. No vote or consent of the holders of any class or series of capital stock of any EchoStar Party or any of the Significant EchoStar Subsidiaries is necessary to approve this Agreement, the other such Transaction Documents, the Pre-Closing Restructuring or the Closing Transactions. This Agreement has been duly executed and delivered by each EchoStar Partyof Liberty Parent, US Buyer and Canadian Buyer, and each other Transaction Document to which each EchoStar Party it is a party, when delivered by it in accordance herewith, shall have been duly executed and delivered by each such EchoStar Liberty Party. Other than the Liberty Parent Stockholder Approval and other approvals that have been obtained, no vote of the holders of any class of capital stock or other Equity Interests of US Buyer, Canadian Buyer or Liberty Parent is required to consummate the Equity Sale or the other transactions contemplated hereby. Liberty Parent has made available to Schlumberger US and Schlumberger Canada a true and complete copy of each of the Corporate Documents of Liberty Parent, US Buyer and Canadian Buyer in effect as of the date of this Agreement (in each case, including all exhibits, schedules, annexes and amendments thereto).