Common use of Corporate and Governmental Authorization Clause in Contracts

Corporate and Governmental Authorization. (a) Each of Soap and the Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger. The execution and delivery of this Agreement, the performance of their respective obligations hereunder and the consummation of the Merger have been duly and validly approved by the Boards of Directors of each of Soap and the Merger Sub. The Soap Board of Directors has (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance of Soap Common Stock in the Merger. No other corporate proceedings on the part of any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub has duly executed and delivered this Agreement. This Agreement constitutes, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, the legal, valid and binding obligation of each of Soap and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law or in equity). (b) Assuming (x) the accuracy of the representations and warranties of Dish in Article III, (y) the execution and delivery of this Agreement by Dish and (z) the accuracy of the information provided by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Merger Sub’s obligations hereunder and the consummation by Soap, and the Merger Sub of the Merger require no action or approval by, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b) of the Soap Disclosure Letter, (ii) the filing of (A) the Registration Statement (in the event of a Registration Statement Decision) and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing of the certificate of merger in connection with the Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals or filings under Laws, the absence of which would not, individually or in the aggregate, have a Soap Material Adverse Effect.

Corporate and Governmental Authorization. (a) Each of Soap and the Merger Sub Dish has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger. The execution and delivery of this Agreement, the performance of their respective Dish’s obligations hereunder and the consummation of the Merger have been duly and validly approved by the Boards Dish Board of Directors of each of Soap and the Merger SubDirectors. The Soap Dish Board of Directors has (i) determined that the Merger and the other transactions contemplated hereby hereunder are advisable and in the best interests of Soap Dish and its stockholders, (ii) approved the Dish Stockholders and adopted has recommended approval of the Merger by the Dish Stockholders. The adoption of this Agreement and approved the approval of the Merger by each of CD&R and CMH (the “Dish Stockholder Approval”) is the only approval of holders of Dish Common Stock necessary to approve the Merger and to consummate the transactions contemplated hereby by this Agreement. The Dish Stockholder Approval was obtained by the execution and (iii) approved delivery by CD&R and CMH of a written consent concurrently with the issuance execution and delivery of Soap Common Stock in the Mergerthis Agreement. No other corporate proceedings on the part of any of Soap or Merger Sub Dish are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub Dish has duly executed and delivered this Agreement. This Agreement constitutes, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, the legal, valid and binding obligation of each of Soap and Merger Sub, Dish enforceable against each of them Dish in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law or in equity). (b) Assuming (x) the accuracy of the representations and warranties of Dish Soap and the Merger Sub in Article IIIIV, (y) the execution and delivery of this Agreement by Dish Soap and Merger Sub and (z) the accuracy of the information provided by Soap to Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Merger SubDish’s obligations hereunder and the consummation by Soap, and the Merger Sub Dish of the Merger require no action or approval by, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b3.4(b) of the Soap Dish Disclosure Letter, (ii) the filing of (A) the Registration Statement (in the event of a Registration Statement Decision) and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing of the certificate of merger in connection with the Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE State and (viii) any other actions, approvals or filings under Laws, the absence of which would not, individually or in the aggregate, have a Soap Dish Material Adverse Effect. (c) Concurrently with the execution of this Agreement, CMH and CD&R have executed and delivered the Dish Stockholders Letter to Soap.

Corporate and Governmental Authorization. (a) Each of Soap and the Merger Sub Buyer has all requisite full corporate power and authority to execute enter into this Agreement and deliver this Agreementthe Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements will be by Closing, duly authorized and approved by all necessary corporate action by Buyer. The execution and delivery of this Agreement, the performance of their respective Buyer’s obligations hereunder and thereunder and the consummation of the Merger have been duly and validly approved by the Boards of Directors of each of Soap and the Merger Sub. The Soap Board of Directors has (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance thereby have been duly authorized by all requisite corporate action of Soap Common Stock in the MergerBuyer. No other corporate proceedings on the part of any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub Buyer has duly executed and delivered this Agreement. This Agreement constitutes, assuming and on the Closing Date will have duly executed and delivered the Ancillary Agreements. (b) Assuming the due authorization and valid authorization, execution and delivery of this Agreement by the other parties heretoSeller, the this Agreement constitutes a legal, valid and binding obligation of each of Soap and Merger SubBuyer, enforceable against each of them Buyer in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, insolvency, fraudulent conveyance, moratorium, receivership moratorium or similar Laws relating to or affecting creditors’ rights generally and by general principles equity principles. Assuming the due authorization, execution and delivery of the Ancillary Agreements by Seller or such applicable Selling Affiliate, each Ancillary Agreement to be executed by Buyer, when delivered hereunder, will be duly and validly executed and delivered, and will constitute a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity (whether considered at Law or in equity)principles. (bc) Assuming (x) the accuracy of the representations and warranties of Dish in Article III, (y) the The execution and delivery of this Agreement by Dish and (z) the accuracy of the information provided by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Merger Sub’s obligations hereunder Ancillary Agreements by Buyer, and the consummation by Soap, and the Merger Sub of the Merger transactions contemplated hereby and thereby, require no action by or approval byin respect of, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b3.2(c)(i) of the Soap Buyer Disclosure Letter, (ii) notice filings with the filing regulatory bodies set forth in Section 3.2(c)(ii) of (A) the Registration Statement (in the event of a Registration Statement Decision) Buyer Disclosure Letter and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing of the certificate of merger in connection with the Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals actions or filings under Laws (other than Competition Laws, ) the absence of which would notnot be, individually or in the aggregate, have a Soap Material Adverse Effectmaterially adverse to Buyer or materially impair the ability of Buyer to consummate the transactions contemplated hereby or thereby.

Corporate and Governmental Authorization. (a) Each of Soap and the Merger Sub Seller has all requisite full corporate power and authority to execute enter into this Agreement and deliver this Agreementeach of the Selling Affiliates have, or will have at Closing, full corporate or other applicable legal power and authority to enter into the Ancillary Agreements to which it is to be a party and to perform its obligations hereunder and to consummate thereunder (as the Merger. The execution and delivery of this Agreement, the performance of their respective obligations hereunder and the consummation of the Merger have been duly and validly approved by the Boards of Directors of each of Soap and the Merger Sub. The Soap Board of Directors has (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance of Soap Common Stock in the Merger. No other corporate proceedings on the part of any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub has duly executed and delivered this Agreementcase may be). This Agreement constituteshas been, assuming and the Ancillary Agreements to which the Selling Affiliates are to be a party will be by Closing, duly authorized and approved by all necessary corporate action. (b) Assuming the due authorization and valid authorization, execution and delivery of this Agreement by the other parties heretoBuyer, the this Agreement constitutes a legal, valid and binding obligation of each of Soap and Merger SubSeller, enforceable against each of them Seller in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, insolvency, fraudulent conveyance, moratorium, receivership moratorium or similar Laws relating to or affecting creditors’ rights generally and by general principles equity principles. Assuming the due authorization, execution and delivery of the Ancillary Agreements by Buyer, each Ancillary Agreement to be executed by any Selling Affiliate, when delivered hereunder, will be duly and validly executed and delivered, and will constitute a legal, valid and binding obligation of such Selling Affiliate, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity (whether considered at Law or in equity)principles. (bc) Assuming (x) the accuracy of the representations and warranties of Dish in Article III, (y) the The execution and delivery of this Agreement by Dish Seller and (z) the accuracy execution and delivery of the information provided Ancillary Agreements by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Merger Sub’s obligations hereunder any Selling Affiliate party thereto and the consummation by Soap, and the Merger Sub of the Merger transactions contemplated hereby or thereby require no action by or approval byin respect of, or filing with, any Governmental Authority Authority, other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b2.2(c)(i) of the Soap Seller Disclosure Letter, (ii) notice and transfer filings with the filing regulatory bodies set forth in Section 2.2(c)(ii) of (A) the Registration Statement (in the event of a Registration Statement Decision) Seller Disclosure Letter and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing of the certificate of merger in connection with the Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals actions or filings under Laws (other than Competition Laws, ) the absence of which would notnot reasonably be expected, individually or in the aggregate, have a Soap Material Adverse Effectto materially adversely affect the ability of Seller or any Selling Affiliate to perform its obligations hereunder or thereunder.

Corporate and Governmental Authorization. (a) Each of Soap and the TWG, TWG Merger Sub and TWG Re has all requisite the corporate power and authority to execute and deliver this AgreementAgreement and, to perform its obligations hereunder in the case of TWG, the Statutory Merger Agreement and to consummate the Mergertransactions contemplated hereby and, in the case of TWG, thereby. The execution and delivery of this Agreement and the Statutory Merger Agreement, the performance of their respective obligations hereunder and the consummation of the Merger transactions contemplated hereby and thereby, have been duly and validly approved authorized by TWG (in the Boards case of Directors of each of Soap this Agreement and the Statutory Merger Agreement), TWG Merger Sub (in the case of the execution and delivery of this Agreement) and TWG Re (in the case of this Agreement) and no other corporate or other proceedings on the part of TWG, TWG Merger Sub or TWG Re are necessary to authorize the execution and delivery by TWG, TWG Merger Sub and TWG Re of this Agreement or the Statutory Merger Agreement, as applicable, or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by TWG, TWG Merger Sub and TWG Re and, at the Closing, the Statutory Merger Agreement will have been duly executed and delivered by TWG and, in each case, assuming the due and valid authorization, execution, and delivery hereof and thereof by Purchaser and Merger Sub. The Soap Board , as applicable, constitute a valid and binding obligation of Directors has TWG, TWG Merger Sub and TWG Re, as applicable, enforceable against it in accordance with its terms, except as limited by (i) determined that bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. The TWG Shareholder Approval and the TWG Re Shareholder Approval have been obtained by written consents or written resolutions, as applicable, and copies thereof, executed by the appropriate Persons, have, prior to the execution of this Agreement, been delivered to Purchaser, and no other votes or approvals of any other holders of securities of TWG or any of its Affiliates are necessary to approve this Agreement, the Statutory Merger Agreement, the Reorganization, the Merger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement. The representations and warranties set forth in this Section 3.02(a) are made as of the Execution Date and references in this Section 3.02(a) to “this Agreement” refer to the amendment and restatement of the Original Merger Agreement implemented hereby. (b) Except for the filing of any notices or other filings under the HSR Act or any Foreign Antitrust Law, the filing of a supplemental listing application in respect of the Purchaser Common Shares issuable to any Pre-Closing TWG Holder under this Agreement (such shares, the “Purchaser Issuable Shares”) on the NYSE, and the Required Approvals, the execution and delivery by TWG and TWG Re of this Agreement and, in the case of TWG, the Statutory Merger Agreement does not and the consummation of the Reorganization, the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholdersdo not require any Order, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance of Soap Common Stock in the MergerPermit, consent, approval, license, qualification or authorization of, or filing or registration with or notification to, any Governmental Authority. No other corporate proceedings on the part of any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub has duly executed and delivered this Agreement. This Agreement constitutes, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, the legal, valid and binding obligation of each of Soap and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law or in equity). (b) Assuming (x) the accuracy of the The representations and warranties of Dish in Article III, (y) the execution and delivery of this Agreement by Dish and (z) the accuracy of the information provided by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Merger Sub’s obligations hereunder and the consummation by Soap, and the Merger Sub of the Merger require no action or approval by, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws of the jurisdictions set forth in this Section 4.4(b3.02(b) are made as of the Soap Disclosure Letter, (iiExecution Date and references in this Section 3.02(b) to “this Agreement” refer to the filing of (A) the Registration Statement (in the event of a Registration Statement Decision) amendment and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing restatement of the certificate of merger in connection with the Original Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals or filings under Laws, the absence of which would not, individually or in the aggregate, have a Soap Material Adverse EffectAgreement implemented hereby.

Corporate and Governmental Authorization. (a) Each Seller is a corporation duly organized, validly existing and in good standing under the laws of Soap the State of Delaware and the Merger Sub has all requisite power and authority (corporate and other) to own, lease, use and operate its properties and to conduct its business as and to carry on its business as now being conducted. Seller has all requisite corporate power and authority to execute and deliver this AgreementAgreement and the Additional Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby. The execution and delivery of this AgreementAgreement and the Additional Documents to which Seller is a party, the performance of their respective Seller’s obligations hereunder and thereunder and the consummation of the Merger have been duly and validly approved by the Boards of Directors of each of Soap and the Merger Sub. The Soap Board of Directors has (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance thereby have been duly authorized by all requisite corporate action of Soap Common Stock in the MergerSeller. No other corporate proceedings on the part of any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub Seller has duly executed and delivered this AgreementAgreement and, at Closing, will have duly executed and delivered each Additional Document to which Seller is a party. This Agreement constitutes, assuming the due authorization and valid execution and delivery Each of this Agreement and each Additional Document to which Seller is a party, when duly executed by the other parties heretoSeller, constitutes the legal, valid and binding obligation of each of Soap and Merger Sub, Seller enforceable against each of them Seller in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law law or in equity). (b) Assuming (x) the accuracy of the representations and warranties of Dish in Article III, (y) the The execution and delivery of this Agreement by Dish and (z) the accuracy each of the information provided Additional Documents to which Seller is a party by Dish to Soap specifically for the purpose of determining applicable filing Seller and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Merger Sub’s its obligations hereunder and the consummation by Soap, and the Merger Sub of the Merger thereunder require no action by or approval byin respect of, or filing with, any Governmental Authority Authority, other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b) of the Soap Disclosure Letter, (ii) the filing of (A) the Registration Statement (in the event of a Registration Statement Decision) and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing of the certificate of merger in connection with the Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals actions or filings under Laws, Laws the absence failure of which to obtain or make would notnot reasonably be expected, individually or in the aggregate, have to materially adversely affect the ability of Seller to perform its obligations hereunder or to materially adversely affect the Purchased Assets, taken as a Soap Material Adverse Effectwhole.

Corporate and Governmental Authorization. ‌ (a) Each of Soap and the Merger Sub Seller has all requisite corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, and to consummate the Mergertransactions contemplated hereby and thereby. The execution and delivery of this AgreementAgreement and the applicable Ancillary Agreements by Seller, the performance of their respective Seller and Xxxxxx’s obligations hereunder and thereunder and the consummation of the Merger have been duly and validly approved by the Boards of Directors of each of Soap and the Merger Sub. The Soap Board of Directors has (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance thereby have been duly authorized by all requisite corporate action of Soap Common Stock in the MergerSeller. No other corporate proceedings on the part of any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub Seller has duly executed and delivered this AgreementAgreement and, on the Closing Date, it or its Affiliates, as the case may be, will have duly executed and delivered the‌ Ancillary Agreements. This Agreement constitutes, assuming and the due authorization Ancillary Agreements when so executed and valid execution and delivery of this Agreement by the other parties heretodelivered will constitute, the legal, valid and binding obligation of each of Soap and Merger SubSeller or its Affiliates, as the case may be, enforceable against each of them Seller or its Affiliates, as the case may be, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law law or in equity) (the “Enforceability Exceptions”). (b) Assuming (x) Each Affiliate of Seller executing any Ancillary Agreement has all requisite corporate or other power and authority to execute and deliver the accuracy of Ancillary Agreements to which it is or will be a party, to perform its obligations thereunder and to consummate the representations and warranties of Dish in Article III, (y) the transactions contemplated thereby. The execution and delivery of this Agreement by Dish and (z) the accuracy of the information provided by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Mergersuch Ancillary Agreements, the performance of each any Affiliate of Soap’s Seller and the Merger Subsuch Affiliate’s obligations hereunder thereunder and the consummation of the transactions contemplated thereby have been duly authorized by Soapall requisite corporate or other action of such Affiliate.‌ (c) Except as may result from any facts or circumstances solely relating to Purchaser or its Affiliates (as opposed to any other third party), the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller and its Affiliates, as applicable, and the Merger Sub consummation of the Merger transactions contemplated hereby and thereby, require no action by or approval byin respect of, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the other Competition filings under Insurance Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b3.02(b) of the Soap Seller Disclosure Letter, Schedule and (ii) the filing of (A) the Registration Statement (in the event of a Registration Statement Decision) and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing of the certificate of merger in connection with the Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals actions or filings under Laws (other than Insurance Laws), the absence of which would notnot be, individually or in the aggregate, have a Soap Material Adverse Effectmaterially adverse to Seller or materially impair or delay the ability of Seller or its Affiliates to perform their respective obligations under this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby.

Corporate and Governmental Authorization. (a) Each of Soap Bermuda Holdco, Delaware Purchaser and the Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery by Bermuda Holdco, Delaware Purchaser and Merger Sub of this Agreement, the performance of their respective obligations hereunder Agreement and the consummation by Bermuda Holdco, Delaware Purchaser and Merger Sub of the Merger have been duly and validly approved by the Boards of Directors of each of Soap and the Merger Sub. The Soap Board of Directors has (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance of Soap Common Stock in the Mergerhave been duly authorized by all requisite corporate action. No other corporate proceedings on the part of any of Soap or Merger Sub are necessary to approve this This Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub has been duly executed and delivered this Agreementby Bermuda Holdco, Delaware Purchaser and Merger Sub. This Agreement constitutesAssuming due authorization, assuming the due authorization and valid execution and delivery of by the Company, this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of each of Soap Bermuda Holdco, Delaware Purchaser and Merger Sub, enforceable against each of them Bermuda Holdco, Delaware Purchaser and Merger Sub in accordance with its terms, except as that (i) such enforceability enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, insolvencymoratorium or other similar laws, fraudulent conveyancenow or hereafter in effect, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The approvals of this Agreement, the Merger and the other transactions contemplated by general principles this Agreement by (A) Parent in its capacity as the sole shareholder of equity Bermuda Holdco, (whether considered at Law B) Bermuda Holdco in its capacity as the sole stockholder of Top Holdco, (C)Top Holdco in its capacity as the sole stockholder of Delaware Purchaser and (D) Delaware Purchaser as the sole stockholder of Merger Sub, have previously been provided by written consents executed by the appropriate Persons and made available to the Company prior to the date hereof, and no other votes or in equity)approvals of any other holders of securities of Parent, Bermuda Holdco or any of their Affiliates are necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) Assuming (xExcept for the approvals, filings and notifications imposed by applicable Laws that are set forth in Section 3.02(b) the accuracy of the representations and warranties of Dish in Article IIIBermuda Holdco Disclosure Letter, (y) the execution and delivery by Bermuda Holdco, Delaware Purchaser and Merger Sub of this Agreement by Dish do not, and (z) the accuracy of the information provided by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s by Bermuda Holdco, Delaware Purchaser and the Merger Sub’s obligations hereunder Sub of, and the consummation by SoapBermuda Holdco, Delaware Purchaser and the Merger Sub of the Merger transactions contemplated by, this Agreement does not and will not, require no any consent, approval, license, permit, order, qualification, authorization of, or registration or other action or approval by, or any filing withwith or notification to, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b) of the Soap Disclosure Lettereach, (ii) the filing of (A) the Registration Statement (in the event of a Registration Statement Decision) and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing of the certificate of merger in connection with the Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals or filings under Laws, the absence of which would not, individually or in the aggregate, have a Soap Material Adverse Effect“Governmental Approval”).

Corporate and Governmental Authorization. (a) Each of Soap and the Merger Sub Buyer has all requisite corporate organizational power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which Buyer will be a party, to perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby. The execution and delivery of this AgreementAgreement and the Ancillary Agreements to which Buyer will be a party by Buyer, the performance of their respective Buyer’s obligations hereunder and thereunder and the consummation of the Merger have been duly and validly approved by the Boards of Directors of each of Soap and the Merger Sub. The Soap Board of Directors has (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance thereby have been duly authorized by all requisite organizational action of Soap Common Stock in the MergerBuyer. No other corporate proceedings on the part of any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub Buyer has duly executed and delivered this AgreementAgreement and on the Closing Date will have duly executed and delivered each Ancillary Agreement to which it will be a party. This Assuming due execution and delivery by each of the other parties hereto and thereto, this Agreement constitutes, assuming the due authorization and valid execution each such Ancillary Agreement when so executed and delivery of this Agreement delivered by the other parties heretoBuyer will constitute, the legal, valid and binding obligation of each of Soap and Merger SubBuyer, enforceable against each of them Buyer in accordance with its respective terms, except as such (i) to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratoriumreorganization, receivership moratorium or similar other Laws relating to or affecting the enforcement of creditors’ rights generally and by general principles (ii) that the availability of equity (whether considered at Law or in equityequitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought). (b) Assuming (x) the truth and accuracy of the Sellers’ representations and warranties of Dish contained in Article IIISection 2.2, (y) the execution execution, delivery and delivery performance of this Agreement and each Ancillary Agreement to which Buyer will be a party by Dish and (z) the accuracy of the information provided by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the MergerBuyer, the performance of each of Soap’s and the Merger Sub’s obligations hereunder and the consummation by Soap, and the Merger Sub of the Merger transactions contemplated hereby and thereby, require no action by or approval byin respect of, or any filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b) of the Soap Disclosure LetterSchedule 6.1(a), (ii) the filing of (A) the Registration Statement (except, in the event of a Registration Statement Decision) and the Resale Registration Statement and (B) other documents required each case, as would not reasonably be expected to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing of the certificate of merger in connection with the Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals or filings under Laws, the absence of which would nothave, individually or in the aggregate, have a Soap Buyer Material Adverse Effect.

Corporate and Governmental Authorization. (a) Each of Soap Purchaser and the Merger Sub has all requisite the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and the Statutory Merger Agreement and to consummate the Mergertransactions contemplated hereby and, in the case of Merger Sub, thereby. The execution and delivery of this Agreement and the Statutory Merger Agreement, the performance of their respective obligations hereunder and the consummation of the transactions contemplated hereby and thereby, has been duly authorized by Purchaser and Merger Sub and no other corporate or other proceedings on the part of Purchaser or Merger Sub is necessary to authorize the execution and delivery by Purchaser or Merger Sub of this Agreement and the Statutory Merger Agreement or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each of Purchaser and Merger Sub and, at the Closing, the Statutory Merger Agreement will have been duly executed and validly approved delivered by each of Purchaser and Merger Sub and, assuming the Boards of Directors due and valid authorization, execution, and delivery hereof and thereof by TWG, TWG Merger Sub and TWG Re, as applicable, constitutes a valid and binding obligation of each of Soap Purchaser and the Merger Sub. The Soap Board of Directors has , enforceable against it in accordance with its terms, except as limited by (i) determined that bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. The representations and warranties set forth in this Section 4.02(a) are made as of the Execution Date and references in this Section 4.02(a) to “this Agreement” refer to the amendment and restatement of the Original Merger Agreement implemented hereby. (b) Except for the filing of any notices or other filings under the HSR Act or any Foreign Antitrust Law, the filing of a supplemental listing application in respect of the Purchaser Issuable Shares on the NYSE, and the Required Approvals, the execution and delivery by Purchaser and Merger Sub of this Agreement and the Statutory Merger Agreement does not and the consummation of the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved including the issuance of Soap Common Stock in the MergerPurchaser Issuable Shares) do not require any Order, Permit, consent, approval, license, qualification or authorization of, or filing or registration with or notification to, any Governmental Authority. No other corporate proceedings on the part of any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub has duly executed and delivered this Agreement. This Agreement constitutes, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, the legal, valid and binding obligation of each of Soap and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law or in equity). (b) Assuming (x) the accuracy of the The representations and warranties of Dish in Article III, (y) the execution and delivery of this Agreement by Dish and (z) the accuracy of the information provided by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Merger Sub’s obligations hereunder and the consummation by Soap, and the Merger Sub of the Merger require no action or approval by, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws of the jurisdictions set forth in this Section 4.4(b4.02(b) are made as of the Soap Disclosure Letter, (iiExecution Date and references in this Section 4.02(b) to “this Agreement” refer to the filing of (A) the Registration Statement (in the event of a Registration Statement Decision) amendment and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing restatement of the certificate of merger in connection with the Original Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals or filings under Laws, the absence of which would not, individually or in the aggregate, have a Soap Material Adverse EffectAgreement implemented hereby.

Corporate and Governmental Authorization. (a) Each of Soap and the Merger Sub Seller has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and the Escrow Agreement, to perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby. The execution and delivery of this AgreementAgreement and the Escrow Agreement by Seller, the performance of their respective Seller’s obligations hereunder and thereunder and the consummation of the Merger have been duly and validly approved by the Boards of Directors of each of Soap and the Merger Sub. The Soap Board of Directors has (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance thereby have been duly authorized by Seller’s members or unitholders in accordance with Seller’s Organizational Documents and applicable Laws and by all other requisite limited liability company action of Soap Common Stock in the MergerSeller. No other corporate proceedings on the part of any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub Seller has duly executed and delivered this Agreement and on the Closing Date will have duly executed and delivered the Escrow Agreement. This Agreement constitutes, assuming and the due authorization Escrow Agreement when so executed and valid execution and delivery of this Agreement by the other parties heretodelivered will constitute, the legal, valid and binding obligation of each of Soap and Merger SubSeller, enforceable against each of them Seller in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law law or in equity). (b) Assuming (x) the accuracy of the representations and warranties of Dish in Article III, (y) the The execution and delivery of this Agreement and the Escrow Agreement by Dish Seller and (z) the accuracy of the information provided by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Merger Sub’s its obligations hereunder and the consummation by Soap, and the Merger Sub of the Merger thereunder require no action by or approval byin respect of, or filing with, any Governmental Authority Authority, other than (i) compliance with any applicable requirements of the HSR Act (including the filing of customary notifications thereunder) and (ii) the other Competition actions and filings under Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b2.2(b) of the Soap Seller Disclosure Letter, (ii) the filing of (A) the Registration Statement (in the event of a Registration Statement Decision) and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing of the certificate of merger in connection with the Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals or filings under Laws, the absence of which would not, individually or in the aggregate, have a Soap Material Adverse Effect.

Corporate and Governmental Authorization. (a) Each Buyer is a corporation duly organized, validly existing and in good standing under the laws of Soap the State of Delaware and the Merger Sub has all requisite power and authority (corporate and other) to own, lease, use and operate its properties and to conduct its business as and to carry on its business as now being conducted. Buyer has all requisite corporate power and authority to execute and deliver this AgreementAgreement and the Additional Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby. The execution and delivery of this AgreementAgreement and the Additional Documents to which Buyer is a party, the performance of their respective Buyer’s obligations hereunder and thereunder and the consummation of the Merger have been duly and validly approved by the Boards of Directors of each of Soap and the Merger Sub. The Soap Board of Directors has (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance thereby have been duly authorized by all requisite corporate action of Soap Common Stock in the MergerBuyer. No other corporate proceedings on the part of any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub Buyer has duly executed and delivered this AgreementAgreement and, at Closing, will have duly executed and delivered each Additional Document to which Buyer is a party. This Agreement constitutes, assuming the due authorization and valid execution and delivery Each of this Agreement and each Additional Document to which Buyer is a party, when duly executed by the other parties heretoBuyer, constitutes the legal, valid and binding obligation of each of Soap and Merger Sub, Buyer enforceable against each of them Buyer in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law law or in equity). (b) Assuming (x) the accuracy of the representations and warranties of Dish in Article III, (y) the The execution and delivery of this Agreement by Dish and (z) the accuracy each of the information provided Additional Documents to which Buyer is a party by Dish to Soap specifically for the purpose of determining applicable filing Buyer and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Merger Sub’s its obligations hereunder and the consummation by Soap, and the Merger Sub of the Merger thereunder require no action by or approval byin respect of, or filing with, any Governmental Authority Authority, other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b) of the Soap Disclosure Letter, (ii) the filing of (A) the Registration Statement (in the event of a Registration Statement Decision) and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing of the certificate of merger in connection with the Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals actions or filings under Laws, Laws the absence failure of which to obtain or make would notnot reasonably be expected, individually or in the aggregate, have a Soap Material Adverse Effectto materially adversely affect the ability of Buyer to perform its obligations hereunder.

Corporate and Governmental Authorization. (a) Each of Soap Parent, TWG Re and the Merger Sub has all requisite the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the performance of their respective obligations hereunder and the consummation of the Merger transactions contemplated hereby, have been duly authorized by Parent, TWG Re and validly approved Merger Sub and no other corporate or other proceedings on the part of Parent, TWG Re or Merger Sub are necessary to authorize the execution and delivery by Parent, TWG Re and Merger Sub of this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid authorization, execution, and delivery hereof by the Boards Company, constitutes a valid and binding obligation of Directors of each of Soap Parent and the Merger Sub. The Soap Board of Directors has , enforceable against it in accordance with its terms, except as limited by (i) determined that bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. The Parent Shareholder Approval, the TWG Re Shareholder Approval and the approvals of this Agreement, the Reorganization, the Merger and the other transactions contemplated by this Agreement by Parent, in its capacity as the sole stockholder of Merger Sub, have been obtained by written consents or written resolutions, as applicable, and copies thereof, executed by the appropriate Persons, have previously been made available to the Company, and no other votes or approvals of any other holders of securities of Parent or any of its Affiliates are necessary to approve this Agreement, the Reorganization, the Merger and the other transactions contemplated by this Agreement. (b) Except for the filing of any notices or other filings under the HSR Act or any Foreign Antitrust Law, the filing of a listing application in respect of the Parent Ordinary Shares on the NYSE, the filing and effectiveness of the Registration Statement and Proxy Statement/Prospectus with the SEC (along with any other filing obligations under the Securities Act or the Exchange Act) and the Required Approvals, the execution and delivery by Parent, TWG Re and Merger Sub of this Agreement does not and the consummation of the Reorganization, the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholdersdo not require any Order, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance of Soap Common Stock in the Merger. No other corporate proceedings on the part of any of Soap Permit, consent, approval, license, qualification or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub has duly executed and delivered this Agreement. This Agreement constitutes, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, the legal, valid and binding obligation of each of Soap and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law or in equity). (b) Assuming (x) the accuracy of the representations and warranties of Dish in Article III, (y) the execution and delivery of this Agreement by Dish and (z) the accuracy of the information provided by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Merger Sub’s obligations hereunder and the consummation by Soap, and the Merger Sub of the Merger require no action or approval byof, or filing withor registration with or notification to, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b) of the Soap Disclosure Letter, (ii) the filing of (A) the Registration Statement (in the event of a Registration Statement Decision) and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing of the certificate of merger in connection with the Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals or filings under Laws, the absence of which would not, individually or in the aggregate, have a Soap Material Adverse EffectAuthority.

Corporate and Governmental Authorization. (a) Each of Soap Seller and the Merger Sub Interfinancial has all requisite corporate power and authority to execute and deliver this Agreement, Agreement to perform its obligations hereunder and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this AgreementAgreement and the applicable Ancillary Agreements by each of Seller and Interfinancial, the performance of their respective each of Seller’s and Interfinancial’s obligations hereunder and thereunder and the consummation of the Merger have been duly and validly approved by the Boards of Directors of each of Soap and the Merger Sub. The Soap Board of Directors has (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance thereby have been duly authorized by all requisite corporate action of Soap Common Stock in the Merger. No other corporate proceedings on the part each of any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated herebySeller and Interfinancial. Each of Soap Seller and Merger Sub Interfinancial has duly executed and delivered this AgreementAgreement and, on the Closing Date, it or its Affiliates, as the case may be, will have duly executed and delivered the Ancillary Agreements. This Agreement constitutes, assuming and the due authorization Ancillary Agreements when so executed and valid execution and delivery of this Agreement by the other parties heretodelivered will constitute, the legal, valid and binding obligation of each of Soap and Merger SubSeller or its Affiliates, as the case may be, enforceable against each of them Seller or its Affiliates, as the case may be, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law law or in equity). (b) Assuming (x) the truth and accuracy of the representations and warranties of Dish Buyer set forth in Article IIISection 3.02, (y) the execution execution, delivery and delivery performance of this Agreement by Dish and (z) the accuracy of the information provided by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Merger Sub’s obligations hereunder Ancillary Agreements by Seller and its Affiliates, as applicable, and the consummation by Soap, and the Merger Sub of the Merger transactions contemplated hereby and thereby, require no action by or approval byin respect of, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws Act, (ii) compliance with any applicable requirements of the jurisdictions Competition Act, (iii) any filings under Insurance Laws set forth in Section 4.4(b2.02(b)(ii) of the Soap Seller Disclosure Letter, (ii) the filing of (A) the Registration Statement (in the event of a Registration Statement Decision) Schedule and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing of the certificate of merger in connection with the Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals actions or filings under Laws (other than Insurance Laws), the absence of which would notnot be, individually or in the aggregate, have a Soap Material Adverse Effectmaterially adverse to Seller or materially impair the ability of Seller or its Affiliates to consummate the transactions contemplated hereby or thereby.

Corporate and Governmental Authorization. (a) Each of Soap and the Merger Sub Seller has all requisite corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby. The execution and delivery of this AgreementAgreement and the Ancillary Agreements to which it is a party by Seller, the performance of their respective Seller’s obligations hereunder and thereunder and the consummation of the Merger have been duly and validly approved by the Boards of Directors of each of Soap and the Merger Sub. The Soap Board of Directors has (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance thereby have been duly authorized by all requisite corporate action of Soap Common Stock in the MergerSeller. No other corporate proceedings on the part of any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub Seller has duly executed and delivered this Agreement. This Agreement constitutesAssuming due authorization, assuming the due authorization and valid execution and delivery of this Agreement by the other parties heretothereto, this Agreement constitutes and the Ancillary Agreements to which it is a party when executed and delivered will constitute, the legal, valid and binding obligation of each of Soap and Merger Sub, Seller enforceable against each of them Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights and remedies generally and by general principles of equity (whether considered in a proceeding at Law law or in equity). (b) Assuming (x) the accuracy of the representations and warranties of Dish in Article III, (y) the The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by Dish Seller and (z) the accuracy of the information provided by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Merger Sub’s its obligations hereunder and the consummation by Soap, and the Merger Sub of the Merger thereunder require no action by or approval byin respect of, or filing with, any Governmental Authority Authority, other than (i) compliance with any applicable requirements of the HSR Act approvals, filings and notices required under the other Competition Insurance Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b2.2(b)(i) of the Soap Seller Disclosure Letter, (ii) the filing of (A) the Registration Statement (in the event of a Registration Statement Decision) and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance withconsents, applicable federalapprovals, state and foreign securities Lawsauthorizations, declarations, filings or notices as are set forth in Section 2.2(b)(ii) of the Seller Disclosure Letter, (iii) the filing of the certificate of merger in connection with the Merger with the Delaware Secretary of State, as may result from any facts or circumstances solely relating to Buyer or its Affiliates and (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals actions or filings under Laws, Laws the absence of which would notnot reasonably be expected, individually or in the aggregate, to have a Soap Material Adverse EffectEffect or to materially adversely affect the ability of Seller to perform its obligations hereunder and thereunder.

Corporate and Governmental Authorization. (a) Each Other than the Parent Stockholder Approval, each of Soap Parent and the Merger Sub has all requisite have full corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements, to perform its respective obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby. The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the performance of their its respective obligations hereunder and thereunder and the consummation of the Merger have been duly and validly approved by the Boards of Directors of each of Soap and the Merger Sub. The Soap Board of Directors has (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved thereby have been duly authorized by all requisite corporate action of Parent and Merger Sub, other than the issuance of Soap Common Stock in the MergerParent Stockholder Approval. No other corporate proceedings on the part of any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap Parent and Merger Sub has have duly executed and delivered this AgreementAgreement and on the Closing Date will have duly executed and delivered the Ancillary Agreements to which they are a party. This Agreement constitutes, assuming the due authorization and valid execution each such Ancillary Agreement to which they are a party when so executed and delivery of this Agreement delivered by the other parties heretoParent and Merger Sub will constitute, the legal, valid and binding obligation of each of Soap Parent and Merger Sub, enforceable against each of them Parent and Merger Sub in accordance with its their respective terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership moratorium or other similar Laws relating to or laws affecting creditors’ creditor’s rights generally and by general (ii) applicable equitable principles of equity (whether considered in a proceeding at Law law or in equity). The only vote of the holders of any class or series of capital stock of the Parent necessary to consummate the Merger and the other transactions contemplated by this Agreement is the Parent Stockholder Approval. (b) Assuming (x) the accuracy of the representations The execution, delivery and warranties of Dish in Article III, (y) the execution and delivery performance of this Agreement by Dish and (z) the accuracy of the information provided by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Ancillary Agreements to which Parent and Merger Sub are a Party, by Parent and Merger Sub’s obligations hereunder , and the consummation by Soap, and the Merger Sub of the Merger transactions contemplated hereby and thereby, require no action by or approval byin respect of, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b) of the Soap Parent Disclosure Letter, (ii) compliance with any applicable requirements of the filing other Laws of (Athe jurisdiction set forth in Section 4.4(b) of the Registration Statement (in the event of a Registration Statement Decision) and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities LawsParent Disclosure Letter, (iii) the filing of the certificate Certificate of merger in connection with the Merger with the Delaware Secretary of StateState of Georgia, (iv) compliance with the Securities Act, the Exchange Act, and any filings or notices required under other applicable securities laws (including filing and effecting the rules Registration Statement and regulations of the NYSE and Proxy Statement), (v) compliance with any other actions, approvals applicable requirements of the American Stock Exchange and (vi) any actions or filings under Laws, Laws other than Competition Laws the absence of which would notnot be, individually or in the aggregate, have a Soap Material Adverse Effectmaterially adverse to Parent or Merger Sub, or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated hereby or thereby.

Corporate and Governmental Authorization. (a) Each of Soap and The Company has the Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the performance of their respective obligations hereunder and the consummation of the Merger have transactions contemplated hereby, has been duly and validly approved authorized by the Boards Company and, except for the Company Stockholder Approval, no other corporate or other proceedings on the part of Directors the Company is necessary to authorize the execution and delivery by the Company of each this Agreement or the consummation of Soap the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution, and delivery hereof by Parent and Merger Sub. The Soap Board , constitutes a valid and binding obligation of Directors has the Company, enforceable against it in accordance with its terms, except as limited by (i) determined that bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. (b) Except for the filing of any notices or other filings under the HSR Act or any Foreign Antitrust Law, the filing of a listing application in respect of the Parent Ordinary Shares on the NYSE, the filing and effectiveness of the Registration Statement and Proxy Statement/Prospectus with the SEC (along with any other filing obligations under the Securities Act or the Exchange Act) and the Required Approvals, the execution and delivery by the Company of this Agreement does not and the consummation of the Merger and the other transactions contemplated hereby are advisable and in the best interests of Soap and its stockholdersdo not require any Order, (ii) approved and adopted this Agreement and approved the transactions contemplated hereby and (iii) approved the issuance of Soap Common Stock in the Merger. No other corporate proceedings on the part of any of Soap Permit, consent, approval, license, qualification or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Each of Soap and Merger Sub has duly executed and delivered this Agreement. This Agreement constitutes, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, the legal, valid and binding obligation of each of Soap and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law or in equity). (b) Assuming (x) the accuracy of the representations and warranties of Dish in Article III, (y) the execution and delivery of this Agreement by Dish and (z) the accuracy of the information provided by Dish to Soap specifically for the purpose of determining applicable filing and similar requirements under Competition Laws in connection with the Merger, the performance of each of Soap’s and the Merger Sub’s obligations hereunder and the consummation by Soap, and the Merger Sub of the Merger require no action or approval byof, or filing withor registration with or notification to, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the other Competition Laws and other merger control Laws of the jurisdictions set forth in Section 4.4(b) of the Soap Disclosure Letter, (ii) the filing of (A) the Registration Statement (in the event of a Registration Statement Decision) and the Resale Registration Statement and (B) other documents required to be filed under, and such other compliance with, applicable federal, state and foreign securities Laws, (iii) the filing of the certificate of merger in connection with the Merger with the Delaware Secretary of State, (iv) any filings or notices required under the rules and regulations of the NYSE and (v) any other actions, approvals or filings under Laws, the absence of which would not, individually or in the aggregate, have a Soap Material Adverse EffectAuthority.