Common use of Company Authorization Clause in Contracts

Company Authorization. Except as set forth in Section 4.3.1 of the Company Disclosure Schedule, the Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Except as set forth in Section 4.3.1 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than (i) the affirmative vote of holders of a majority of outstanding shares of Company Stock to approve the principal terms of this Agreement and the Asset Sale (the “Shareholder Approval”) and (ii) the affirmative vote of holders of that number of outstanding shares of Company Stock as required under the Voting Requirements for the Company to validly obtain the Shareholder Ratification. Except as set forth in Section 4.3.1 of the Company Disclosure Schedule, this Agreement has been duly authorized and validly executed and delivered by the Company and, assuming this Agreement is a valid and binding obligation of Parent and Buyer, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or remedies and the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), and the discretion of the court before which a proceeding is brought (the “Bankruptcy and Equity Exceptions”).

Company Authorization. Except as set forth in Section 4.3.1 of The execution, delivery and performance by the Company Disclosure ScheduleCompany, the Company has all necessary corporate power Team, Team Finance and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Except as set forth in Section 4.3.1 of the Company Disclosure Schedule, the execution and delivery Team MergerSub of this Agreement by the Company and the consummation by the Company Company, Team, Team Finance and Team MergerSub of the transactions contemplated hereby are within each of their respective organizational powers and have been duly and validly authorized by all necessary corporate organizational action on the part of the Company Company, Team, Team Finance and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTeam MergerSub and, if applicable, their respective equity holders other than (i) the affirmative vote of holders of a majority of outstanding shares of Company Stock to approve the principal terms approval of this Agreement and the Asset Sale (Reorganization Merger by the “Shareholder Approval”) and (ii) the affirmative vote of holders of Team Common Shares, which approval shall be obtained within 15 days after the date hereof. Assuming that number of outstanding shares of Company Stock as required under the Voting Requirements for the Company to validly obtain the Shareholder Ratification. Except as set forth in Section 4.3.1 of the Company Disclosure Schedule, this Agreement has been duly authorized and validly executed and delivered by constitutes the Company and, assuming this Agreement is a valid and binding obligation of Parent Purchaser and BuyerPurchaserSub, this Agreement constitutes a legal, valid and binding obligation agreement of the Company, Team, Team Finance and Team MergerSub enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency (including all Laws relating to fraudulent transfers)insolvency, reorganization, moratorium and or similar Laws relating to or affecting creditors’ rights generally or remedies and the effect of to general principles of equity. On or prior to the date hereof, whether considered in a proceeding in equity or at law the Company has provided Purchaser with certified copies of (including i) the possible unavailability resolutions duly adopted by the governing bodies of specific each of the Company, Team and Team MergerSub authorizing its execution, delivery and performance or injunctive relief), of this Agreement and the discretion consummation of the court before which transactions contemplated hereby and, in the case of Team, recommending that its stockholders vote in favor of the adoption of this Agreement and the consummation of the Reorganization Merger, (ii) the written consent of the holders of a proceeding is brought majority of the Company Common Units approving and adopting this Agreement and the Recapitalization Merger; (iii) the “Bankruptcy written consent of each holder of Retained Units approving and Equity Exceptions”)adopting this Agreement and, as applicable, the Reorganization Merger and the Recapitalization Merger; and (iv) the written consent of Team Finance, as the sole stockholder of Team MergerSub, approving and adopting this Agreement and the Reorganization Merger.