Common use of Authorization; Noncontravention Clause in Contracts

Authorization; Noncontravention. Each of Parent and Sub has the requisite corporate power and authority to execute and deliver this Agreement and the Escrow Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby and thereby have been duly authorized and approved by the respective Boards of Directors of each of Parent and Sub. No other corporate or shareholder action on the part of either Parent or Sub is necessary to authorize the execution, delivery and performance of this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) by each of Parent and Sub and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) have been duly executed and delivered by each of Parent and Sub and, assuming that this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) constitute valid and binding obligations of the Verizon Selling Shareholders and Vodafone and in the case of the Escrow Agreement, the Escrow Agent, constitute valid and binding obligations of each of Parent and Sub, enforceable against each of Parent and Sub in accordance with their terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general equitable principles. The execution and delivery of this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) do not, and the consummation of the transactions contemplated by this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) will not, (i) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (or comparable documents) of Parent or Sub, in each case as amended to the date of this Agreement, (ii) conflict with, or result in a breach of or default under, any Contract to which Parent or Sub is a party or by which Parent or Sub or any of their respective assets is bound or subject, or (iii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 6.3, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) and (iii) above, would reasonably be expected to have, individually or in the aggregate, a Purchasers Material Adverse Effect.

Authorization; Noncontravention. Each of Parent and Sub Vodafone has the requisite corporate power and authority to execute and deliver this Agreement and the Escrow AgreementAgreement (including all instruments executed pursuant thereto by the parties thereto), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) by Parent and Sub Vodafone and the consummation by Parent and Sub Vodafone of the transactions contemplated hereby and thereby have been duly authorized and approved by the respective Boards Board of Directors of each of Parent and SubVodafone. No other corporate or shareholder action on the part of either Parent or Sub Vodafone is necessary to authorize the execution, delivery and performance of this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) by each of Parent and Sub Vodafone and the consummation of the transactions trans- actions contemplated hereby and thereby. This Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) have been duly executed and delivered by each of Parent and Sub Vodafone and, assuming that this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) constitute valid and binding obligations of the Verizon Selling Shareholders and Vodafone the Purchasers, and in the case of the Escrow Agreement, the Escrow Agent, constitute valid and binding obligations of each of Parent and SubVodafone, enforceable against each of Parent and Sub Vodafone in accordance with their its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general equitable principles. The execution and delivery of this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) do not, and the consummation of the transactions contemplated by this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) will not, (i) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (or comparable documents) of Parent or Sub, in each case Vodafone as amended to the date of this Agreement, (ii) conflict with, or result in a breach of or default underunder (with or without notice or lapse of time, or both), any Contract to which Parent or Sub Vodafone is a party or by which Parent or Sub Vodafone or any of their respective its assets is bound or subject, or (iii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 6.35.5, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) and (iii) above, would reasonably be expected to have, individually or in the aggregate, a Purchasers Vodafone Material Adverse Effect.

Authorization; Noncontravention. (a) Each of Parent Seller and Sub Seller Guarantor has the requisite corporate power and authority and has taken all action necessary to execute and deliver this Agreement and the Escrow Agreementall other instruments, certificates and agreements to be delivered by Seller and Seller Guarantor, as applicable, as contemplated hereby, to perform its and carry out their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller and Seller Guarantor, as applicable, of this Agreement and the Escrow Agreement (including all other instruments executed pursuant thereto and agreements to be delivered by the parties thereto) by Parent Seller and Sub and Seller Guarantor, as applicable, as contemplated hereby, the consummation by Parent Seller and Sub Seller Guarantor, as applicable, of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been been, and in the case of documents required to be delivered at Closing will be, duly authorized and approved by the respective Boards of Directors of each of Parent and Sub. No other corporate or shareholder action on the part of either Parent or Sub is all necessary to authorize the execution, delivery and performance of this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) by each of Parent and Sub and the consummation of the transactions contemplated hereby and therebyaction. This Agreement has been, and the Escrow Agreement (including all other instruments and agreements to be executed pursuant thereto and delivered by the parties thereto) have been Seller and Seller Guarantor, as applicable, as contemplated hereby will be, duly executed and delivered by each of Parent and Sub and, assuming Seller. Assuming that this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) constitute constitutes a valid and binding obligations obligation of the Verizon Selling Shareholders Purchaser and Vodafone each other Person (other than Seller and in the case of the Escrow AgreementSeller Guarantor) party thereto, the Escrow Agent, constitute this Agreement constitutes a valid and binding obligations obligation of each of Parent Seller and SubSeller Guarantor, as applicable, enforceable against each of Parent and Sub them in accordance with their its terms, except that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors' ’ rights generally, generally and by general equitable principles. The execution Assuming that all other instruments and delivery agreements to be delivered by Seller and Seller Guarantor, as applicable, as contemplated hereby and thereby constitute valid and binding obligations of this Agreement Purchaser and each other Person (other than Seller and Seller Guarantor) party thereto, such instruments and agreements will constitute valid and binding obligations of Seller and Seller Guarantor, as applicable, enforceable against them in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the Escrow Agreement (including all instruments executed pursuant thereto enforcement of creditors’ rights generally and by the parties thereto) do not, and the consummation of the transactions contemplated by this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) will not, (i) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (or comparable documents) of Parent or Sub, in each case as amended to the date of this Agreement, (ii) conflict with, or result in a breach of or default under, any Contract to which Parent or Sub is a party or by which Parent or Sub or any of their respective assets is bound or subject, or (iii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 6.3, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) and (iii) above, would reasonably be expected to have, individually or in the aggregate, a Purchasers Material Adverse Effectgeneral equitable principles.

Authorization; Noncontravention. Each of Parent and Sub (a) MIC has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and the Escrow Agreementall other instruments and agreements to be delivered by MIC as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and and, subject to the MIC Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The executionExcept for the approvals described in the following sentence, delivery and performance of this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby and thereby have been duly authorized and approved by the respective Boards of Directors of each of Parent and Sub. No other corporate or shareholder action on the part of either Parent or Sub is necessary to authorize the execution, delivery and performance of this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) by each of Parent and Sub MIC, and the consummation by it of the transactions contemplated hereby hereby, have been duly authorized and therebyapproved by all necessary corporate or other action. No other corporate proceedings on the part of MIC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the MIC Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCL. This Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) have has been duly executed and delivered by each of Parent and Sub MIC and, assuming that this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) constitute constitutes a valid and binding obligations obligation of the Verizon Selling Shareholders Parent and Vodafone and in the case of the Escrow AgreementMerger Sub, the Escrow Agent, constitute constitutes a valid and binding obligations obligation of each of Parent and Sub, MIC enforceable against each of Parent and Sub MIC in accordance with their its terms, except that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors' ’ rights generally, generally and by general equitable principles. The execution and delivery of MIC Board has adopted resolutions (i) determining that this Agreement and the Escrow Agreement (transactions contemplated hereby, including all instruments executed pursuant thereto by the parties thereto) do notMerger, are advisable and fair to, and in the consummation of the transactions contemplated by best interests of, MIC and its stockholders, (ii) approving this Agreement and the Escrow Agreement (transactions contemplated hereby, including all instruments executed pursuant thereto by the parties thereto) will notMerger, (i) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (or comparable documents) of Parent or Sub, in each case as amended to the date of this Agreement, (ii) conflict with, or result in a breach of or default under, any Contract to which Parent or Sub is a party or by which Parent or Sub or any of their respective assets is bound or subject, or (iii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 6.3, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case directing that this Agreement be submitted for consideration at a meeting of clauses (ii) MIC’s stockholders and (iiiiv) aboverecommending that the stockholders of MIC, would reasonably be expected to haveon a binding, individually or in advisory basis, approve this Agreement and the aggregatetransactions contemplated hereby, a Purchasers Material Adverse Effectincluding the Merger.