Common use of Authorization of Agreements, Etc Clause in Contracts

Authorization of Agreements, Etc. The execution and delivery by the Company of this Agreement and the Other Transaction Documents, the performance by the Company of its obligations hereunder and thereunder, the issuance, sale and delivery of the Note and the Preferred Shares and the issuance and delivery of the Conversion Shares have been duly authorized by all requisite corporate action and will not (x) violate (i) any provision of any applicable law, or any order of any court or other agency of government applicable to the Company or any of its Subsidiaries, (ii) the Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) or charter of its Subsidiaries, (iii) the Bylaws of the Company or its Subsidiaries, or (iv) any provision of any mortgage, lease, indenture, agreement or other instrument to which the Company or its Subsidiaries is a party or by which the Company or any of its properties or assets is bound, except for those violations of law or agreements and instruments that do not, individually or in the aggregate, have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated hereby, (y) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such mortgage, lease, 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 or its Subsidiaries, except for those conflicts, breaches or defaults that do not, individually or in the aggregate, have a Material Adverse Effect or adversely affect consummation of the transactions contemplated hereby, or (z) require any consent be obtained from any party to such mortgage, lease, indenture, agreement or other instrument.

Authorization of Agreements, Etc. The execution (a) (i) Each of (i) the execution, delivery and delivery performance by the Company of this Agreement and the Other Transaction Documents, the performance by the Company of its obligations hereunder and thereunder, (ii) the issuance, sale sale, and delivery of the Note and Shares to the Preferred Shares and Purchasers in accordance with the issuance and delivery of the Conversion Shares terms hereof have been duly authorized by all requisite corporate action the board of directors and stockholders of the Company, as necessary, and will not (xwith due notice or lapse of time or both) violate (i) any provision of any applicable law, rule, or regulation, any order of any court or other agency of government applicable to government, the Company or any of its Subsidiaries, (ii) the Third Amended and Restated Certificate of Incorporation of the Company (or the “Certificate of Incorporation”) or charter of its Subsidiaries, (iii) the Bylaws By-Laws of the Company or its SubsidiariesCompany, each as amended to date and as of the date hereof, or (iv) any provision of any indenture, mortgage, leasenote, indenturedeed of trust, agreement agreement, or other instrument to which the Company or its Subsidiaries is a party or by which the Company or any of its properties or assets is bound, except for those violations of law or agreements and instruments that do not, individually or in the aggregate, have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated hereby, (y) conflict with, result in a breach of of, or constitute (with due notice or lapse of time or both) a default under the Certificate of Incorporation or By-Laws of the Company, each as amended to date and as of the date hereof, or any such indenture, mortgage, leasenote, indenturedeed of trust, agreement 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. (b) The issuance, sale and delivery of the Shares in accordance with the terms hereof have been duly authorized by the board of directors and stockholders, as necessary, and, when issued in accordance with this Agreement, the Shares shall be validly issued, fully paid, and nonassessable. The issuance, sale, and delivery of the Shares are not subject to any unwaived preemptive right of any stockholder of the Company or its Subsidiaries, except for those conflicts, breaches or defaults that do not, individually or in the aggregate, have a Material Adverse Effect or adversely affect consummation to any right of the transactions contemplated hereby, or (z) require any consent be obtained from any party to such mortgage, lease, indenture, agreement first refusal or other instrumentright in favor of any person.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Transaction DocumentsAgreement, the performance by the Company of its obligations hereunder hereunder, and thereunder, the issuance, sale and delivery of the Note and the Preferred Shares and the issuance and delivery of the Conversion Shares have been duly authorized by all requisite corporate action and will not (x) violate (i) any provision of any applicable law, or any order of any court or other agency of government applicable to specifically naming the Company or any of its SubsidiariesCompany, (ii) the Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) or charter of its Subsidiaries, (iii) the Bylaws of the Company or its Subsidiaries, or (iv) the By-laws or any material provision of any mortgage, lease, indenture, agreement or other instrument to which the Company or its Subsidiaries is a party or by which the Company it or any of its properties or assets is are bound, except for those violations of law or agreements and instruments that do not, individually or in the aggregate, have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated hereby, (y) conflict with, result in a breach of or constitute (with due notice or lapse of Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. time or both) a default under any such mortgage, lease, indenture, agreement or other instrument, which violation, conflict or default could have a material adverse effect on the Company, or result in the creation or imposition of any material lien, charge charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. (b) The Shares have been duly authorized and the Shares, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable and free of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company. None of the issuance, sale or delivery of the Shares is subject to any preemptive right of stockholders of the Company or its Subsidiaries, except for those conflicts, breaches or defaults that do not, individually or in the aggregate, have a Material Adverse Effect or adversely affect consummation to any right of the transactions contemplated hereby, or (z) require any consent be obtained from any party to such mortgage, lease, indenture, agreement first refusal or other instrumentright in favor of any person which has not been waived.

Authorization of Agreements, Etc. (a) The Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, to consummate the transactions contemplated hereby, and to conduct its business as now conducted and as proposed to be conducted. Each of (i) the execution and delivery by the Company of this Agreement and the Other Transaction Documents, the performance by the Company of its obligations hereunder and thereunder, (ii) the issuance, sale and delivery by the Company of the Note and all of the Preferred Shares to be issued and sold to the issuance Purchasers hereunder will be duly and delivery of validly authorized prior to the Conversion Shares have been duly authorized Closing by all requisite corporate and stockholder action and will not violate any provision of applicable law, any order of any Governmental Authority (x) violate (i) as defined in Section 2.06), the Certificate of Incorporation or Bylaws of the Company, or any provision of any applicable law, or any order of any court or other agency of government applicable to the Company or any of its Subsidiaries, (ii) the Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) or charter of its Subsidiaries, (iii) the Bylaws of the Company or its Subsidiaries, or (iv) any provision of any mortgage, lease, indenture, agreement or other instrument to which the Company or its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their properties or assets is bound, except for those violations of law or agreements and instruments that do not, individually or in the aggregate, have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated hereby, (y) conflict with, result in a breach of or constitute (with or without due notice or lapse of time or both) a default default, or result in the vesting, acceleration or material modification of any benefits under any such mortgage, lease, indenture, agreement or other instrumentinstrument or any compensation agreement or benefit plan, or result in the creation or imposition of any lienliens, charge claims, charges, restrictions, rights of others, security interests, prior assignments or encumbrance other encumbrances in favor of any nature whatsoever third Person upon any of the properties or assets of the Company or any of its Subsidiaries. None of the Company, except for those conflictsSAVVIS Missouri, breaches Global LLC nor Savvis Procurement is in violation of or defaults that do notdefault of any provision of its articles or certificate of incorporation or by-laws (or other comparable charter documents). (b) The issuance, individually sale and delivery of the Preferred Shares and the Conversion Shares to the Purchasers is not and will not be subject to any preemptive rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any Person. (c) The Preferred Shares, when issued in accordance with the terms of this Agreement, will be duly authorized and validly issued, fully paid and nonassessable, issued in compliance with all applicable federal and securities laws and will have the powers, preferences, rights and qualifications set forth in the aggregate, have a Material Adverse Effect or adversely affect consummation Certificate of Designation. Each of the transactions contemplated herebyConversion Shares into which the Preferred Shares are convertible in accordance with the Certificate of Designation have been duly authorized by the Company and duly reserved in contemplation of the conversion of such Preferred Shares and, or (z) require any consent when issued in accordance with the provisions of the Certificate of Designation, will be obtained from any party to such mortgagevalidly issued, leasefully paid and nonassessable shares of capital stock of the Company, indenture, agreement or other instrumentissued in compliance with all applicable federal and securities laws.

Authorization of Agreements, Etc. (a) The Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Warrants and the Investor Rights Agreement, to consummate the transactions contemplated hereby and thereby, and to conduct its business as now conducted and as proposed to be conducted. Except as set forth on Schedule 2.04(a) of the Disclosure Letter, each of (i) the execution and delivery by the Company of this Agreement, the Warrants and the Investor Rights Agreement and the Other Transaction Documents, the performance by the Company of its obligations hereunder and thereunder, (ii) the issuance, sale and delivery by the Company of the Note and all of the Preferred Shares to be issued and sold to the Purchasers hereunder and (iii) the issuance and delivery by the Company of the Conversion Shares have been Warrants to the Purchasers will be duly and validly authorized prior to the Closing by all requisite corporate and stockholder action and will not violate any provision of applicable law, any order of any Governmental Authority (x) violate (i) as defined in Section 2.06), the Certificate of Incorporation or Bylaws of the Company, or any provision of any applicable law, or any order of any court or other agency of government applicable to the Company or any of its Subsidiaries, (ii) the Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) or charter of its Subsidiaries, (iii) the Bylaws of the Company or its Subsidiaries, or (iv) any provision of any mortgage, lease, indenture, agreement or other instrument to which the Company or its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their properties or assets is bound, except for those violations of law or agreements and instruments that do not, individually or in the aggregate, have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated hereby, (y) conflict with, result in a breach of or constitute (with or without due notice or lapse of time or both) a default default, or result in the vesting, acceleration or material modification of any benefits under any such mortgage, lease, indenture, agreement or other instrumentinstrument or any compensation agreement or benefit plan, or result in the creation or imposition of any lienliens, charge claims, charges, restrictions, rights of others, security interests, prior assignments or encumbrance other encumbrances in favor of any nature whatsoever third Person upon any of the properties or assets of the Company or any of its Subsidiaries. None of the Company, except for those conflictsSAVVIS Missouri, breaches Global LLC nor Savvis Procurement is in violation of or defaults that do notdefault of any provision of its articles or certificate of incorporation or by-laws (or other comparable charter documents). (b) Except as set forth on Schedule 2.04(b) of the Disclosure Letter, individually the issuance, sale and delivery of the Preferred Shares and the Conversion Shares to the Purchasers and the issuance and delivery of the Warrants and the Warrant Shares to the Purchasers are not and will not be subject to any preemptive rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any Person. (c) The Preferred Shares, when issued in accordance with the terms of this Agreement, will be duly authorized and validly issued, fully paid and nonassessable, issued in compliance with all applicable federal and securities laws and will have the powers, preferences, rights and qualifications set forth in the aggregateCertificate of Designation. On the Consent Effectiveness Date (as defined in Section 2.17 below), have a Material Adverse Effect or adversely affect consummation (i) each of the transactions contemplated herebyConversion Shares into which the Preferred Shares are convertible in accordance with the Certificate of Designation shall have been duly authorized by the Company and duly reserved in contemplation of the conversion of such Preferred Shares and, or when issued in accordance with the provisions of the Certificate of Designation, will be validly issued, fully paid and nonassessable shares of capital stock of the Company, issued in compliance with all applicable federal and securities laws and (zii) require any consent each Warrant Share into which the Warrants are exercisable shall have been duly authorized by the Company and duly reserved in contemplation of the exercise of such Warrants and, when issued and paid for in accordance with the provisions of the Warrants, will be obtained from any party to such mortgagevalidly issued, leasefully paid and non-assessable shares of capital stock of the Company, indenture, agreement or other instrumentissued in compliance with all applicable federal and securities laws.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Transaction DocumentsRegistration Rights Agreement, its performance of the performance by the Company of its obligations hereunder and thereunderthereunder and its consummation of the transactions contemplated hereby and thereby, and the issuance, sale and delivery of the Note and Units, the Preferred Shares and Shares, the issuance and delivery Warrant and, upon the exercise of the Conversion Shares Warrant and payment of the Exercise Price, the Warrant Shares, (i) have been duly authorized by all requisite corporate action on the part of the Company and its directors and stockholders, (ii) do not and will not result in a violation of, conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute (xwith due notice or lapse of time, or both) violate a default (ior give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company and its Subsidiaries under, (A) any material laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any foreign, Federal, state, local or other governmental authority or regulatory body ("Governmental Body") or common law (collectively, "Requirements of Laws"), (B) the rules of the Nasdaq National Market System, (C) any material judgment, order, award or decree of any foreign, Federal, state, local or other court or tribunal and any award in any arbitration proceeding ("Court Order") applicable to the Company, (D) the Company Charter or the Company Bylaws, or (E) any provision of any applicable lawmaterial note, or any order of any court or other agency of government applicable to the Company or any of its Subsidiariesindenture, (ii) the Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) or charter of its Subsidiaries, (iii) the Bylaws of the Company or its Subsidiaries, or (iv) any provision of any mortgage, contract, lease, indenture, agreement or other instrument to which the Company or its Subsidiaries is a party or by which the Company or any of its properties or assets is bound, except for those violations (iii) will not require the approval, consent, authorization or act of, or the making of law any declaration, filing or agreements registration with any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or Governmental Body (a "Person"), other than such post-Closing notifications or filings required under applicable Federal or state securities laws, if any, and instruments that do not, individually or (iv) will not result in Investor becoming an Acquiring Person (as defined in the aggregateRights Agreement) or the occurrence of any right to exercise or automatic conversion of Rights (as defined in the Rights Agreement) issued pursuant to the Rights Agreement into shares of any class of capital stock of the Company. (b) The Shares, the Warrant and, upon exercise of the Warrant and payment of the Exercise Price (as defined in the Warrant), the Warrant Shares, have a Material Adverse Effect or adversely affect been duly authorized and validly issued, are fully paid and nonassessable with no personal liability attaching to the consummation ownership thereof and are free and clear of all Encumbrances. The Shares, the transactions contemplated hereby, (y) conflict with, result in a breach Warrant and the Warrant Shares are not subject to any preemptive right of or constitute (with due notice or lapse of time or both) a default under any such mortgage, lease, 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 stockholders of the Company or its Subsidiaries, except for those conflicts, breaches or defaults that do not, individually or in the aggregate, have a Material Adverse Effect or adversely affect consummation to any right of the transactions contemplated hereby, or (z) require any consent be obtained from any party to such mortgage, lease, indenture, agreement first refusal or other instrumentright in favor of any Person.

Authorization of Agreements, Etc. The execution and delivery by the Company of this Agreement and the Other Transaction Documents, the performance by the Company of its obligations hereunder and thereunder, the issuance, sale and delivery of the Note and the Preferred Shares and the issuance and delivery of the Conversion Shares have been duly authorized by all requisite corporate action and will not (x) violate (i) any provision of any applicable law, or any order of any court or other agency of government applicable to the Company or any of its SubsidiariesCompany, (ii) the Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) or charter of its Subsidiaries), (iii) the Bylaws of the Company or its Subsidiaries, or (iv) any provision of any mortgage, lease, indenture, agreement or other instrument to which the Company or its Subsidiaries is a party or by which the Company or any of its properties or assets is bound, except for those violations of law or agreements and instruments that do not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 11.02) or adversely affect the consummation of the transactions contemplated hereby, (y) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such mortgage, lease, 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 or its SubsidiariesCompany, except for those conflicts, breaches or defaults that do not, individually or in the aggregate, have a Material Adverse Effect or adversely affect consummation of the transactions contemplated hereby, hereby or (z) require any consent be obtained from any party to such mortgage, lease, indenture, agreement or other instrumentinstrument except as otherwise set forth in Schedule 3.02.

Authorization of Agreements, Etc. The execution execution, delivery and delivery performance by each of the Company and Earthworks of this Agreement and the Other Transaction DocumentsAgreement, the performance by the Company of its obligations hereunder and thereunder, the issuance, sale and delivery of the Note and the Preferred Shares and the issuance and delivery of the Conversion Shares Common Interests and the Warrants, the consummation of the transactions contemplated hereby and thereby and the compliance with the provisions hereof and thereof by the Company and Earthworks have been duly authorized by all requisite limited liability company or corporate action (including the requisite manager or board of director approvals), constitute the legal, valid and binding obligations of the Company and Earthworks, enforceable in accordance with its terms and will not (xi) violate (iA) any provision of any applicable law, statute, rule or regulation, or any order ruling, writ, injunction, order, judgment or decree of any court court, administrative agency or other agency of government governmental body applicable to the Company or any of its SubsidiariesEarthworks, (iiB) the Third Amended and Restated Certificate of Incorporation Formation of the Company (the “Certificate of IncorporationFormation”) or charter of its Subsidiaries), (iiiC) the Bylaws Operating Agreement of the Company Company, as amended, (the “Operating Agreement”), (D) the charter or its Subsidiaries, bylaws of Earthworks or (ivE) any provision of any mortgage, lease, indenture, agreement or other instrument to which the Company or its Subsidiaries is a party or by which the Company Earthworks, any of their respective subsidiaries or any of its their respective properties or assets is bound, except for those violations of law or agreements and instruments that do not, individually or in the aggregate, have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated hereby, (yii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under the Certificate of Formation, Operating Agreement or the charter or bylaws of Earthworks, or (iii) conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under any such note, indenture, mortgage, lease, indenturepurchase or sales order or other material contract, agreement or other instrumentinstrument to which the Company or Earthworks is a party or by which the Company, Earthworks or any of their respective property is bound or affected, or result in the creation or imposition of any lien, charge security interest, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or its Subsidiaries, except for those conflicts, breaches Earthworks or defaults that do not, individually any of their respective subsidiaries or in upon the aggregate, have a Material Adverse Effect Common Interests or adversely affect consummation of the transactions contemplated hereby, or (z) require any consent be obtained from any party to such mortgage, lease, indenture, agreement or other instrumentWarrants.