Common use of Authorization of Agreements, Etc Clause in Contracts

Authorization of Agreements, Etc. (a) Each of the execution and delivery by the Company of this Agreement, the Stockholders Agreement and the Registration Rights Agreement, the performance by the Company of its obligations hereunder and under the Stockholders Agreement and the Registration Rights Agreement, and the issuance and sale by the Company of the Shares have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or By-laws of the Company, or any provision of any indenture, agreement or other instrument to which the Company or any of the properties or assets of the Company is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company.

Authorization of Agreements, Etc. (a) Each of the execution and delivery by the Company of this Agreement, the Amended and Restated Stockholders Agreement and the Amended and Restated Registration Rights Agreement, the performance by the Company of its obligations hereunder and under the Stockholders Agreement and the Registration Rights Agreementthereunder, and the issuance issuance, sale and sale delivery by the Company of the Shares Securities have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or By-laws of the Company, or any provision of any indenture, agreement or other instrument to which the Company or any of the properties or assets of the Company is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the CompanyCompany or any subsidiary thereof.

Authorization of Agreements, Etc. (a) Each of the execution and delivery by the Company of this Agreement, the Note, the Amended and Restated Stockholders Agreement and the Registration Rights AgreementAgreement Amendment, the performance by the Company of its obligations hereunder and under the Stockholders Agreement and the Registration Rights Agreementthereunder, and the issuance issuance, sale and sale delivery by the Company of the Shares Securities have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or By-laws of the Company, or any provision of any indenture, agreement or other instrument to which the Company or any of the properties or assets of the Company is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, ,charge or encumbrance of any nature whatsoever upon any of the properties or assets of the CompanyCompany or of any corporation, partnership, joint venture or other entity in which the Company owns, of record or beneficially, 50% or more of the voting interests of the same (such an entity being hereinafter referred to individually as a "Subsidiary" and collectively as subsidiaries").

Authorization of Agreements, Etc. (a) Each of the The execution and delivery by the Company of this Agreement, the Stockholders Agreement and the Registration Rights Security Agreement, the performance by the Company Reorganized Teletrac of its obligations hereunder and under thereunder, the Stockholders Agreement issuance, sale and delivery of the Registration Rights Agreement, Securities and the issuance and sale by the Company delivery of the Warrant Shares upon exercise of the Warrants shall have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate Articles of Incorporation or By-laws of the CompanyReorganized Teletrac, or any provision of any indenture, agreement or other instrument to which the Company it is a party or by which any of the its properties or assets of the Company is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the CompanyReorganized Teletrac.

Authorization of Agreements, Etc. (a) Each of the execution The execution, delivery and delivery performance by the Company such Acquiror of this Agreement, the Stockholders Agreement and the Registration Rights Agreement, the performance by the Company of its obligations hereunder and under the Stockholders Agreement and the Registration Rights Agreementpurchase or exchange, as the case may be, and the issuance and sale receipt by the Company such Acquiror of the Shares being acquired by such Acquiror hereunder, as the case may be, have been duly authorized by all requisite corporate action on the part of such Acquiror, and will not violate any provision of law, any order of any court or other agency of governmentgovernment applicable to such Acquiror, the Certificate governing instrument of Incorporation or By-laws of the Companysuch Acquiror, or any provision of any indenture, agreement or other instrument to by which the Company such Acquiror or any of the such Acquiror's properties or assets of the Company is are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Companysuch Acquiror.

Authorization of Agreements, Etc. (a) Each of the The execution and delivery by the Company of this Agreement, the Note and the Stockholders Agreement and the Registration Rights AgreementAmendment, the ' performance by the Company of its respective obligations hereunder and under the Stockholders Agreement thereunder and the Registration Rights Agreementissuance, sale and the issuance and sale delivery by the Company of the Shares have been duly authorized by all requisite corporate action and will not (i) violate any provision of lawlaw applicable to the Company, any order of any court or other agency of government, the Certificate of Incorporation or By-laws of the Company, or any provision of any indenture, agreement or other instrument to which the Company or any of the its properties or assets of the Company is bound, or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or (iii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the CompanyCompany that, in any such case, would have a Material Adverse Effect.

Authorization of Agreements, Etc. (a) Each The Company has duly approved the Agreements and has duly authorized the execution and delivery of the Agreements, and the consummation of the transactions contemplated thereby. Neither the execution and delivery by the Company of this Agreementthe Agreements, nor the Stockholders Agreement and the Registration Rights Agreement, the performance by the Company of its obligations hereunder and under the Stockholders Agreement and the Registration Rights Agreement, and the issuance and sale by the Company consummation of the Shares have been duly authorized by all requisite corporate action and transactions contemplated thereby, will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation (as amended by the Amendment hereinafter referred to) or By-laws of the Company, or any provision of judgment, award or decree or any indenture, agreement or other instrument to which the Company is a party, or by which it or any of the its properties or assets of the Company is boundbound or affected, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company.

Authorization of Agreements, Etc. (a) Each of the The execution and delivery by the Company of this Agreement, the Stockholders Agreement and the Registration Rights Agreement, the performance by the Company of its obligations hereunder and under the Stockholders Agreement thereunder and the Registration Rights Agreementissuance, sale and the issuance and sale by the Company delivery of the Shares Securities have been duly authorized by all requisite corporate action and and, except as set forth in Schedule 2.02(a) hereto, will not (x) violate any provision of lawlaw applicable to the Company, any order of any court or other agency of government, the Certificate of Incorporation or By-laws of the Company, Company or any provision of any indenture, agreement or other instrument to which the Company or any of the its properties or assets of the Company is bound, or ; (y) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, ; or (z) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the CompanyCompany that, in any such case, would have a Material Adverse Effect.

Authorization of Agreements, Etc. (a) Each of the )The execution and delivery by the Company of this Agreement, the Stockholders Agreement and the Registration Rights Agreementeach Company Ancillary Document, the performance by the Company of its obligations hereunder and under thereunder, the Stockholders Agreement issuance, sale and delivery of the Preferred Shares and the Registration Rights Agreement, Notes and the issuance and sale by the Company delivery of the Conversion Shares have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation Charter or By-the By- laws of the Company, as amended (the "By-laws"), or any provision of any indenture, agreement or other instrument to which the Company or any of the its properties or assets of the Company is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company.

Authorization of Agreements, Etc. (a) Each of the The execution and delivery by the Company of this Agreement, the Stockholders Agreement and the Registration Rights Security and Pledge Agreement, the performance by the Company of its obligations hereunder and under thereunder, the Stockholders Agreement issuance, sale and the Registration Rights Agreement, and the issuance and sale by the Company delivery of the Shares Notes and Warrants have been duly authorized by all requisite corporate action and will not (i) violate any provision of law, any order of any court or other agency of government, (ii) violate the Certificate of Incorporation or the By-laws of the Company, or as amended, (iii) violate any provision of any indenture, agreement or other instrument to which the Company or any of the its properties or assets of the Company is bound, or (iv) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or (v) result in the creation or imposition of any lien, charge charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company, except in the case of clauses (i), (iii), (iv) and (v), as would not have a material adverse effect on the Company.

Authorization of Agreements, Etc. (ai) Each of the The Company's execution and delivery by the Company of this Agreement, the Stockholders Agreement and the Registration Rights Agreementother Transaction Documents and Loan Documents to which it is a Party, and the performance by the Company of its obligations hereunder and under the Stockholders Agreement and the Registration Rights Agreement, and the issuance and sale by the Company of the Shares thereunder have been duly authorized by all requisite corporate action and shareholder action, as applicable, and the performance of its obligations under the Transaction Documents will not violate any provision of law, any order of any court or other agency of government, the Certificate Articles of Incorporation or By-laws the Bylaws of the Company, Company or any provision of any indenture, agreement or other instrument to which the Company Company, or any of the its properties or assets are bound, which has not been waived or terminated as of the Company is boundClosing, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company.

Authorization of Agreements, Etc. (a) Each of (i) the execution and delivery by the Company of this Agreement, the Stockholders Registration Rights Agreement and the Registration Rights AgreementNotes, (ii) the performance by the Company of its obligations hereunder and under the Stockholders Agreement thereunder and the Registration Rights Agreement, and (iii) the issuance and sale delivery by the Company of the Conversion Shares issuable upon conversion of the Notes have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or By-laws Bylaws of the Company, or any provision of any material indenture, agreement or other instrument to which the Company is a party or any of the by which it or its properties or assets of the Company is boundbound or affected, or conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a material default under any such indenture, agreement or other instrument, or result in the creation or imposition of any material lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company.

Authorization of Agreements, Etc. (a) Each of the The execution and delivery by the Company of this Agreement, the Stockholders Agreement and the Registration Rights AgreementTransaction Documents, the performance by the Company of its obligations hereunder thereunder, the issuance, sale and under delivery of the Stockholders Agreement and the Registration Rights AgreementSeries A Preferred Shares, and the issuance and sale by the Company delivery of the Conversion Shares have been duly authorized by all requisite corporate action and and, upon filing for record of the Charter Document, will not violate any provision of law, any order of any court or other agency of government, the Certificate Articles of Incorporation of the Company or By-laws the Bylaws of the Company, or any provision of any indenture, agreement or other instrument to which the Company or any of the its properties or assets of the Company is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under under, any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company.

Authorization of Agreements, Etc. (a) Each of Except as set forth on Schedule II, the execution and delivery by the Company of this Agreement, the Stockholders Agreement and the Registration Rights Security and Pledge Agreement, the performance by the Company of its obligations hereunder and under thereunder, the Stockholders Agreement issuance, sale and the Registration Rights Agreement, and the issuance and sale by the Company delivery of the Shares Note have been duly authorized by all requisite corporate action and will not (i) violate any provision of law, any order of any court or other agency of government, (ii) violate the Certificate of Incorporation or the By-laws of the Company, or each as amended, (iii) violate any provision of any indenture, agreement or other instrument to which the Company or any of the its properties or assets of the Company is bound, or (iv) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or (v) result in the creation or imposition of any lien, charge charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the CompanyCompany (except pursuant to the terms of the Security and Pledge Agreement).