Common use of Authorization of Agreement; No Violation Clause in Contracts

Authorization of Agreement; No Violation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the Company Board, and no other corporate proceedings on the part of the Company are necessary to authorize, adopt and approve this Agreement or to consummate the transactions contemplated by this Agreement (other than, with respect to the Merger, the Company Shareholder Approval, the filing of the Articles of Merger with the SCC pursuant to the requirements of the VSCA, and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the requirements of the DGCL). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The resolutions of the Company Board set forth in the first recital to this Agreement were duly passed prior to the execution of this Agreement, and, subject to the terms and conditions of Section 5.3, such resolutions have not been subsequently rescinded, modified or withdrawn. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof to approve this Agreement and the Plan is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Plan and the other transactions contemplated by this Agreement.

Authorization of Agreement; No Violation. (a) The Company Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the Company Board, boards of directors of Parent and no Merger Sub. No other corporate proceedings on the part of the Company Parent or Merger Sub (including any approvals of any holders of any class or series of outstanding capital stock or equity interest) are necessary to authorize, adopt authorize and approve this Agreement or to consummate the transactions contemplated by this Agreement (other than, with respect to than (x) the Merger, the Company Shareholder Approval, the filing issuance of the Articles Parent Shares by the board of directors of Parent out of Parent’s existing authorized share capital and the corresponding registration of the capital increase regarding the Parent Shares with the competent register of commerce in Schaffhausen, Switzerland, (y) the adoption of this Agreement by Parent as the sole stockholder of Merger with the SCC pursuant to the requirements Sub, which will be effected immediately following execution and delivery of the VSCAthis Agreement, and (z) the filing of the Certificate of Merger with and the Secretary Articles of State of the State of Delaware pursuant to the requirements of the DGCLMerger). This Agreement has been duly executed and delivered by the Company Parent, Merger Sub and ADT Security Services and, assuming due authorization, execution and delivery hereof by Parent and Merger Subthe Company, constitutes the a valid and binding obligation of the CompanyParent, Merger Sub and ADT Security Services, enforceable against the Company Parent, Merger Sub and ADT Security Services in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The resolutions of the Company Board set forth in the first recital ADT Security Services has all necessary corporate power and authority to this Agreement were duly passed prior to the execution of this Agreement, and, subject to the terms execute and conditions of Section 5.3, such resolutions have not been subsequently rescinded, modified or withdrawn. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof to approve deliver this Agreement and to consummate the Plan is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Plan and the other transactions contemplated by this AgreementAgreement required to be performed by it. The execution and delivery by ADT Security Services of this Agreement has been duly and validly authorized by ADT Security Services.

Authorization of Agreement; No Violation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly and validly authorized by the Company Board, all necessary corporate action of Seller and no other corporate proceedings on the part of the Company are necessary to authorize, adopt and approve this Agreement or to consummate the transactions contemplated by this Agreement (other than, with respect to the Merger, the Company Shareholder Approval, the filing of the Articles of Merger with the SCC pursuant to the requirements of the VSCA, and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the requirements of the DGCL)each Selling Subsidiary. This Agreement has been duly and validly executed and delivered by the Company Seller and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubBuyer, constitutes the a legal, valid and binding obligation of the Company, Seller enforceable against the Company Seller in accordance with its terms, except as such enforcement enforceability may be limited or affected by (i) the effect of bankruptcy, insolvency, reorganization, receivershipmoratorium, conservatorshipliquidation, arrangement, moratorium fraudulent transfer, fraudulent conveyance and other similar laws (including, without limitation, court decisions) now or other Laws hereafter in effect and affecting or relating to creditors’ the rights and remedies of creditors generally or providing for the relief of debtors, (ii) the rules governing the availability refusal of a particular court to grant equitable remedies, including, without limitation, specific performanceperformance and injunctive relief, injunctive relief or other equitable remedies and (iii) general principles of equity, equity (regardless of whether considered such remedies are sought in a proceeding in equity or at law). The resolutions sale and delivery of the Company Board Stock and the consummation of the other transactions provided for hereby have been duly and validly authorized by all necessary corporate action of Seller and each Selling Subsidiary. Except as set forth in Schedule 4.4, the first recital to execution and delivery of this Agreement were duly passed prior by Seller does not, and the performance of this Agreement by Seller and each Selling Subsidiary will not, (i) conflict with or violate the corporate organizational documents or internal regulations or their equivalent of Seller, any Selling Subsidiary, any Company or any Subsidiary, (ii) to the execution knowledge of this AgreementSeller after due inquiry, andconflict with or violate any federal, subject foreign, state or provincial law, rule, regulation, order, judgment or decree applicable to Seller, any Selling Subsidiary, any Company or any Subsidiary or by which any of their respective properties are bound or affected, or (iii) to the terms and conditions knowledge of Section 5.3Seller after due inquiry, such resolutions have not been subsequently rescinded, modified result in any breach of or withdrawn. The affirmative vote constitute a default (or an event that with notice or lapse of holders of time or both would become a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof to approve this Agreement and the Plan is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Plan and the other transactions contemplated by this Agreement.default)