Authorization of Transaction Documents. The execution, delivery and performance of this Lease and the other Transaction Documents have been duly authorized by all necessary corporate action on the part of Lessee or its Subsidiaries, as the case may be.
Authorization of Transaction Documents. The Corporation has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Corporation of this Agreement shall be duly authorized by all requisite corporate action by the Corporation and this Agreement will be the valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.
Authorization of Transaction Documents. The execution, delivery and performance by the Corporation of (a) this Agreement, (b) the Third Amended and Restated Registration Rights Agreement of even date herewith by and among the Corporation, the Investors and the other parties thereto in the form of Exhibit 4.22A (the “Registration Rights Agreement”), (c) the Third Amended and Restated Voting Agreement of even date herewith by and among the Corporation, the Investors and the other parties thereto in the form of Exhibit 4.22B (the “Voting Agreement”), (d) the Third Amended and Restated Stock Restriction Agreement of even date herewith by and among the Corporation, the Investors and the other parties thereto in the form of Exhibit 4.22C (the “Stock Restriction Agreement”) and (e) the Amended and Restated Investor Rights Agreement of even date herewith by and among the Corporation, the Investors and the other parties thereto in the form of Exhibit 4.22D (the “Investor Rights Agreement”; together with this Agreement, the Registration Rights Agreement, the Voting Agreement and the Stock Restriction Agreement, the “Transaction Documents”) have been duly authorized by all requisite corporate action. The Corporation has duly authorized, executed and delivered each Transaction Document, and each Transaction Document constitutes the valid and binding obligation of the Corporation, enforceable in accordance with its terms. The execution, delivery and performance of the Transaction Documents, the issuance, sale and delivery of the Series G Shares, and the shares of Common Stock issuable upon conversion of the Series G Shares (the “Reserved Shares”), and compliance with the provisions hereof and thereof by the Corporation do not and will not, with or without the passage of time or the giving of notice or both, violate, conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation under, the Certificate of Incorporation or By-Laws, any Material Agreement, or any provision of law, statute, rule or regulation or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body.
Authorization of Transaction Documents. Each Transaction Document has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the enforceability of creditors’ rights and general principles of equity.
Authorization of Transaction Documents. The Company has entered into the following agreements: (i) a Second Amended and Restated Business Management Agreement, dated as of June 5, 2015 (the “Business Management Agreement”), with The RMR Group LLC (“RMR”); and (ii) a Second Amended and Restated Property Management Agreement, dated as of June 5, 2015 (the “Property Management Agreement”), with RMR. The Business Management Agreement and the Property Management Agreement are each referred to as a “Transaction Document.” Each Transaction Document has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the enforceability of creditors’ rights and general principles of equity.
Authorization of Transaction Documents. The Company has full corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement and each of the other Transaction Documents to which it is a party (including the issuance and sale of the Securities and the Underlying Shares) have been duly authorized by all requisite corporate action by the Company and, when executed and delivered by the Company, this Agreement and each of the other Transaction Documents to which it is a party will be the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.
Authorization of Transaction Documents. The Company has full corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the Transaction Documents (including the issuance and sale of the Securities) have been authorized by all requisite corporate actions by the Company; and the Transaction Documents, including the issuance and sale of the Securities, have been duly executed and delivered by the Company and are the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.
Authorization of Transaction Documents. Each of (i) the Company Operating Agreement, (ii) the NFI LLC Agreement, (iii) the Contribution Agreement, and (iv) the Shareholders’ Agreement (collectively, the “Transaction Documents” and each individually, a “Transaction Document”) has been duly authorized, executed and delivered by the New Fortress Energy Parties.
Authorization of Transaction Documents. (i) Each Nextracker Party has all requisite corporate power and authority, subject only to obtaining the Nextracker Stockholder Consent and the Merger Sub Stockholder Consent, as applicable, and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each Transaction Document to which it, or they, is, are, or shall be, a party, and to consummate the transactions contemplated hereby and thereby.
(ii) The Nextracker Board has (1) determined that this Agreement and the Transactions are in the best interests of Nextracker and its stockholders, (2) approved and declared advisable this Agreement, the Issuance and the other Transactions, on the terms and subject to the conditions of this Agreement, (3) resolved to recommend that Newco, as the sole stockholder of Nextracker, approve this Agreement and the Transactions, including the Issuance, and (4) approved and declared advisable the other Transaction Documents to which Nextracker is a party. Other than the Nextracker Stockholder Consent, no vote or consent of the holders of any class or series of capital stock of Nextracker is necessary to approve this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby.
(iii) The Merger Sub Board has (1) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its stockholders, (2) approved and declared advisable this Agreement and the Merger, on the terms and subject to the conditions of this Agreement, (3) resolved to recommend that Nextracker, as the sole stockholder of Merger Sub, approve the Merger and adopt this Agreement, and (4) approved and declared advisable the other Transaction Documents to which Merger Sub is a party. Other than the Merger Sub Stockholder Consent, no vote or consent of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby.
Authorization of Transaction Documents. EIS has full corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party, and to perform its obligations hereunder and thereunder. The execution, delivery, and performance by EIS of this Agreement and each other Transaction Document to which it is a party (including the purchase and acceptance of the Securities) have been duly authorized by all requisite corporate action by EIS and, when executed and delivered by EIS, this Agreement and each of the other Transaction Documents to which it is a party will be the valid and binding obligations of EIS enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.
