Common use of Authorization of Transaction Documents Clause in Contracts

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. The execution, delivery and performance by the Corporation of (ia) Each Nextracker Party has this Agreement, (b) the Amended and Restated Registration Rights Agreement to be dated as of the date of the SPA Closing, by and among the Corporation and the Investor and certain other parties in the form of Exhibit 5.22A (the “Amended and Restated Registration Rights Agreement”), (c) the Amended and Restated Voting Agreement to be dated as of the date of the SPA Closing, by and among the Corporation and the other parties thereto in the form of Exhibit 5.22B (the “Amended and Restated Voting Agreement”), (d) the Amended and Restated Right of First Refusal and Co-Sale Agreement to be dated as of the date of the SPA Closing, by and among the Corporation and the other parties thereto in the form of Exhibit 5.22C (the “Amended and Restated Right of First Refusal and Co-Sale Agreement”), and (e) the Amended and Restated Investor Rights Agreement to be dated as of the date of the SPA Closing, by and among the Corporation and the other parties thereto in the form of Exhibit 5.22D (the “Amended and Restated Investor Rights Agreement” and, together with this Agreement, the Amended and Restated Registration Rights Agreement, the Amended and Restated Voting Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement and the Amended and Restated Investor Rights Agreement, the “Transaction Documents”) have been (or will be, with respect to those agreements to be dated the date of the SPA Closing) duly authorized by all requisite corporate power and authority, subject only to obtaining the Nextracker Stockholder Consent and the Merger Sub Stockholder Consent, as applicable, action. The Corporation has duly authorized and has taken all corporate action necessary in order (or will, with respect to executethose agreements to be dated the date of the SPA Closing, deliver on or prior to the SPA Closing), executed and perform its obligations under this Agreement delivered each Transaction Document, and each Transaction Document constitutes (or will constitute, with respect to which itthose agreements to be dated the date of the SPA Closing) the valid and binding obligation of the Corporation, or theyenforceable in accordance with its terms (except as enforceability may be limited by (x) applicable bankruptcy, isreorganization, areinsolvency, or shall be, a party, moratorium and to consummate similar laws affecting the transactions contemplated hereby and thereby. (ii) The Nextracker Board has (1) determined that this Agreement and the Transactions are in the best interests enforcement 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, creditors’ rights generally and (4y) approved general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law)). The execution, delivery and declared advisable the other Transaction Documents to which Nextracker is a party. Other than the Nextracker Stockholder Consent, no vote or consent performance of the holders of any class or series of capital stock of Nextracker is necessary to approve this Agreement, the other Transaction Documents, the issuance, sale and delivery of the Series C-1 Shares and the transactions contemplated hereby shares of Common Stock issuable upon conversion of the Series C-1 Shares (the “Reserved Shares”), and thereby. 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 (iiior give rise to any right of termination, cancellation or acceleration) The Merger Sub Board has (1) determined that this Agreement and the Merger are fair to and under, or result in the best interests creation of Merger Sub and its stockholdersany lien, (2) approved and declared advisable this Agreement and security interest, charge or encumbrance upon any of the Mergerproperties or assets of the Corporation under, on the terms and subject to the conditions Certificate of this Incorporation or Bylaws, any Material Agreement, (3) resolved to recommend that Nextrackeror any provision of law, as the sole stockholder of Merger Substatute, approve the Merger and adopt this Agreementrule or regulation or any ruling, and (4) approved and declared advisable the other Transaction Documents to which Merger Sub is a party. Other than the Merger Sub Stockholder Consentwrit, no vote injunction, order, judgment or consent of the holders decree of any class court naming the Corporation, or series of capital stock of Merger Sub is necessary to approve this Agreement, the administrative agency or other Transaction Documents, and the transactions contemplated hereby and therebygovernmental body.

Authorization of Transaction Documents. The execution, delivery and performance by the Corporation of (ia) Each Nextracker Party has this Agreement, (b) the Amended and Restated Registration Rights Agreement of even date herewith by and among the Corporation and the Investors and certain other parties in the form of Exhibit 4.22A (the “Amended and Restated Registration Rights Agreement”), (c) the Amended and Restated Voting Agreement of even date herewith by and among the Corporation and the other parties thereto in the form of Exhibit 4.22B (the “Amended and Restated Voting Agreement”), (d) the Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith by and among the Corporation and the other parties thereto in the form of Exhibit 4.22C (the “Amended and Restated Right of First Refusal and Co-Sale Agreement”), and (e) the Amended and Restated Investor Rights Agreement of even date herewith by and among the Corporation and the other parties thereto in the form of Exhibit 4.22D (the “Amended and Restated Investor Rights Agreement” and, together with this Agreement, the Amended and Restated Registration Rights Agreement, the Amended and Restated Voting Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement and the Amended and Restated Investor Rights Agreement, the “Transaction Documents”) have been duly authorized by all requisite corporate power action. The Corporation has duly authorized, executed and authoritydelivered each Transaction Document, 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 itconstitutes the valid and binding obligation of the Corporation, or theyenforceable in accordance with its terms (except as enforceability may be limited by (x) applicable bankruptcy, isreorganization, areinsolvency, or shall be, a party, moratorium and to consummate similar laws affecting the transactions contemplated hereby and thereby. (ii) The Nextracker Board has (1) determined that this Agreement and the Transactions are in the best interests enforcement 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, creditors’ rights generally and (4y) approved general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law)). The execution, delivery and declared advisable the other Transaction Documents to which Nextracker is a party. Other than the Nextracker Stockholder Consent, no vote or consent performance of the holders of any class or series of capital stock of Nextracker is necessary to approve this Agreement, the other Transaction Documents, the issuance, sale and delivery of the Series E Shares, the Warrants and the transactions contemplated hereby shares of Common Stock issuable upon conversion of the Series E Shares or exercise of the Warrants (the “Reserved Shares”), and thereby. 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 (iiior give rise to any right of termination, cancellation or acceleration) The Merger Sub Board has (1) determined that this Agreement and the Merger are fair to and under, or result in the best interests creation of Merger Sub and its stockholdersany lien, (2) approved and declared advisable this Agreement and security interest, charge or encumbrance upon any of the Mergerproperties or assets of the Corporation under, on the terms and subject to the conditions Certificate of this Incorporation or Bylaws, any Material Agreement, (3) resolved to recommend that Nextrackeror any provision of law, as the sole stockholder of Merger Substatute, approve the Merger and adopt this Agreementrule or regulation or any ruling, and (4) approved and declared advisable the other Transaction Documents to which Merger Sub is a party. Other than the Merger Sub Stockholder Consentwrit, no vote injunction, order, judgment or consent of the holders decree of any class court naming the Corporation, or series of capital stock of Merger Sub is necessary to approve this Agreement, the administrative agency or other Transaction Documents, and the transactions contemplated hereby and therebygovernmental body.