Common use of Corporate and Governmental Authorization Clause in Contracts

Corporate and Governmental Authorization. (a) Each Buyer Party has all requisite corporate or organizational power and authority to execute and deliver the Transaction Agreements to which it is or will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each Buyer Party of each of the Transaction Agreements to which it is or will be a party and the consummation by each Buyer Party of the transactions contemplated by such Transaction Agreements have been duly authorized by all requisite corporate or other similar organizational action on the part of each such Buyer Party. Each of the Transaction Agreements to which a Buyer Party is or will be a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by such Buyer Party. Assuming due authorization, execution and delivery by the other parties hereto or thereto, each Transaction Agreement to which each Buyer Party is or will be a party constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of each such Buyer Party, enforceable against it in accordance with its terms, subject in each case to the Enforceability Exception. (b) Except in connection or in compliance with (i) the notification and waiting period requirements of the HSR Act, (ii) applicable insurance holding company Laws of California, Wisconsin and New York, (iii) compliance with and filings under Section 13(a) of the 1934 Act, and (iv) the approvals, filings and notifications imposed by applicable Laws that are set forth in Schedule 6.1(c), the execution and delivery by the Buyer Parties of the Transaction Agreements to which any of them is or will be a party do not, and the performance by each Buyer Party of, and the consummation by each Buyer Party of the transactions contemplated by, such Transaction Agreements will not require any Governmental Approval.

Corporate and Governmental Authorization. (a) Each Buyer Seller Party has all requisite corporate or organizational power and authority to execute and deliver the Transaction Agreements to which it is or will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each Buyer Seller Party of each of the Transaction Agreements to which it is or will be a party and the consummation by each Buyer Seller Party of the transactions contemplated by such Transaction Agreements have been duly authorized by all requisite corporate or other similar organizational action on the part of each such Buyer Seller Party. Each of the Transaction Agreements to which a Buyer Seller Party is or will be a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by such Buyer Seller Party. Assuming due authorization, execution and delivery by the other parties hereto or thereto, each of the Transaction Agreement Agreements to which each Buyer Seller Party is or will be a party constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of each such Buyer Seller Party, enforceable against it in accordance with its terms, subject in each case to the Enforceability Exception. (b) Except in connection or in compliance with (i) the notification and waiting period requirements of the HSR Act, (ii) applicable insurance holding company Laws of California, Wisconsin and New York, (iii) compliance with and filings under Section 13(a) of the 1934 Act, Act and (iv) the approvals, filings and notifications imposed by applicable Laws that are set forth in Schedule 6.1(c), the execution and delivery by the Buyer Seller Parties of the Transaction Agreements to which any of them is or will be a party do not, and the performance by each Buyer Seller Party of, and the consummation by each Buyer Seller Party of the transactions contemplated by, such Transaction Agreements will not require any consent, approval, license, permit, order, qualification or authorization of, or registration or other action by, or any filing with or notification to, any Governmental Authority (each, a “Governmental Approval”).

Corporate and Governmental Authorization. (a) Each Buyer Seller Party has all requisite corporate or organizational power and authority to execute and deliver this Agreement and the Transaction Ancillary Agreements to which it is, or is or will be specified to be, a partyparty and, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Buyer Seller Party of this Agreement and each Ancillary Agreement contemplated to be delivered at the Closing, the performance of the Transaction Agreements to which it is or will be a party each Seller Party’s obligations hereunder and thereunder and the consummation by each Buyer Party of the transactions contemplated by such Transaction Agreements hereby and thereby have been duly authorized by all requisite corporate or other similar organizational action on the part of each such Buyer Seller Party. Each of the Transaction Agreements to which a Buyer Seller Party is or will be a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by such Buyer Party. Assuming due authorization, execution this Agreement and delivery by at or before the other parties hereto or thereto, Closing will have duly executed and delivered each Transaction Ancillary Agreement to which it is, or is specified to be, a party. This Agreement constitutes, and each Buyer Ancillary Agreement to which any Seller Party is, or is or will be specified to be, a party constitutes, or upon execution will when executed and delivery thereof, will delivered constitute, the legal, valid and binding obligation of each such Buyer Seller Party, enforceable against it each such Seller Party in accordance with its terms, subject 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 each case to equity) (collectively, the “Enforceability ExceptionExceptions”). (b) Except as set forth in connection or in compliance with (i) the notification and waiting period requirements of the HSR Act, (ii) applicable insurance holding company Laws of California, Wisconsin and New York, (iii) compliance with and filings under Section 13(a2.2(b) of the 1934 ActSeller Disclosure Letter, and or as may result from any facts or circumstances solely relating to Buyer or its Affiliates (iv) the approvals, filings and notifications imposed by applicable Laws that are set forth in Schedule 6.1(cas opposed to any other third party), the execution and delivery by the Buyer Parties each Seller Party of the Transaction Agreements this Agreement and each Ancillary Agreement to which any of them it is, or is or will be specified to be, a party do notparty, and the performance of its obligations hereunder and thereunder require no action by each Buyer Party or in respect of, and the consummation by each Buyer Party of the transactions contemplated byor filing with, such Transaction Agreements will not require any Governmental ApprovalAuthority, other than any actions or filings under Laws the absence of which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or to materially adversely affect the ability of such Seller Party to perform its obligations hereunder or thereunder.

Corporate and Governmental Authorization. (a) Each Buyer Party has has, as applicable, all requisite corporate corporate, limited liability, organizational or organizational individual power and authority to execute and deliver the Transaction Agreements to which it is or will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each Buyer Party of each of the Transaction Agreements to which it is or will be a party and the consummation by each Buyer Party of the transactions contemplated by such Transaction Agreements have been duly authorized by all requisite corporate corporate, limited liability, organizational or other similar organizational individual action on the part of each such Buyer Party. Each of the Transaction Agreements to which a Buyer Party is or will be a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by such Buyer Party. Assuming due authorization, execution and delivery by the other parties hereto or thereto, each of the Transaction Agreement Agreements to which each Buyer Party is or will be a party constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of each such Buyer Party, enforceable against it in accordance with its terms, subject in each case to the Enforceability ExceptionExceptions. (b) Except in connection or in compliance with (i) the notification and waiting period requirements of the HSR Act, (ii) applicable insurance holding company Laws of California, Wisconsin and New York, (iii) compliance with and filings under Section 13(a) of the 1934 Act, and (iv) the approvals, filings and notifications imposed by applicable Laws that are as set forth in Schedule 6.1(c)Section 4.2(b) of Buyer Disclosure Letter, the execution and delivery by the Buyer Parties of the Transaction Agreements to which any of them is or will be a party do not, and the performance by each such Buyer Party of, and the consummation by each such Buyer Party of the transactions contemplated by, such the Transaction Agreements will not require any Governmental ApprovalApprovals.

Corporate and Governmental Authorization. (a) Each Buyer Party has all requisite corporate or organizational power and authority to execute and deliver the Transaction Agreements to which it is or will be a partythis Agreement, to perform its obligations thereunder hereunder and, subject to the Buyer Stockholder Approval and the adoption of this Agreement by the sole stockholder of MergerCo (which adoption will occur within 24 hours of the execution of this Agreement), to consummate the transactions contemplated therebyhereby (including the Merger). The execution and delivery of this Agreement by each Buyer Party and all of the Ancillary Documents and Investor Agreements to be executed and delivered by either Buyer Party to the Company, the performance of each of the Transaction Agreements to which it is or will be a party Buyer Party’s obligations hereunder and the consummation by each Buyer Party of the transactions contemplated by such Transaction Agreements hereby have been duly authorized by all requisite corporate or action of each Buyer Party other similar organizational action than the Buyer Stockholder Approval and adoption of this Agreement by the sole stockholder of MergerCo, and, other than obtaining the Buyer Stockholder Approval and the adoption of this Agreement by the sole stockholder of MergerCo, no additional corporate proceedings on the part of each such any Buyer Party. Each Party are necessary to authorize the execution, delivery and performance of this Agreement or the consummation of the Transaction Agreements transactions contemplated hereby. This Agreement has been, and at the time they are executed and delivered each Ancillary Document to which a Buyer Party is or will be a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by such each applicable Buyer Party. Assuming due authorizationThis Agreement does, execution and delivery by when executed the other parties hereto or thereto, each Transaction Agreement Ancillary Documents and Investor Agreements to which each a Buyer Party is or will be a party constituteswill, or upon execution and delivery thereof, will constitute, the constitute a legal, valid and binding obligation of each such Buyer Party, enforceable against it each such Buyer Party in accordance with its terms, subject 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 each case to the Enforceability Exceptionequity). (b) Except in connection The execution, delivery and performance of this Agreement by each Buyer Party and the consummation of the transactions contemplated hereby (including the Merger) require no material action by or in compliance respect of, or filing with or notification to, any Governmental Authority with respect to the Buyer Parties other than (i) the notification and waiting period filing of the Certificate of Merger with the Delaware Secretary of State, (ii) compliance with any applicable requirements of the HSR Act, (iii) compliance with any applicable requirements of the Buyer FCC Licenses or Communications Laws (including obtaining the FCC Consent), (iv) compliance with any applicable requirements of the Securities Act, the Exchange Act, any other applicable U.S. federal or state securities Laws or “blue sky” Laws, including the filing with the SEC of an information statement to be filed by Buyer with respect to the Buyer Stockholder Approval (as amended or supplemented from time to time, the “Information Statement”) and (v) any actions or filings under Law (other than the Laws referred to in clause (ii) applicable insurance holding company Laws of California, Wisconsin and New York), (iii) compliance with and filings under Section 13(a) of the 1934 Act, and (iv)) the approvalsabsence of which would not reasonably be expected, filings and notifications imposed by applicable Laws that are set forth individually or in Schedule 6.1(c)the aggregate, to materially impair, prevent or materially delay the execution and delivery by the ability of Buyer Parties of the Transaction Agreements to which any of them is or will be a party do not, and the performance by each Buyer Party of, and the consummation by each Buyer Party of consummate the transactions contemplated by, such Transaction Agreements will not require by this Agreement (including the Merger). (c) The affirmative vote of stockholders who collectively own a majority of the outstanding shares of Buyer’s voting stock in favor of the issuance of the Common Stock Consideration as required under the rules of NASDAQ (the “Buyer Stockholder Approval”) is the only vote of the holders of any Governmental Approvalclass or series of capital stock of Buyer necessary to approve the transactions contemplated by this Agreement.

Corporate and Governmental Authorization. (a) Each of Parent, Buyer Party and Merger Sub has all requisite partnership or corporate or organizational power and authority to execute and deliver the Transaction Agreements this Agreement, each Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by of this Agreement and each Buyer Party of each of the Transaction Agreements Ancillary Agreement to which it is or will be a party party, the performance of its obligations hereunder and thereunder and the consummation by each Buyer Party of the transactions contemplated by such Transaction Agreements hereby and thereby have been duly authorized by all requisite corporate or other similar organizational action on of Parent, Buyer and Merger Sub, except, in the part case of each such Buyer PartyMerger Sub, the approval of this Agreement by its sole stockholder, which will be obtained immediately following execution of this Agreement. Each of the Transaction Agreements Parent, Buyer and Merger Sub has duly executed and delivered this Agreement and has or will duly execute and deliver each Ancillary Agreement to which a Buyer Party it is or will be a party has been, or upon execution party. This Agreement and delivery thereof, will be, duly executed and delivered by each such Buyer Party. Assuming due authorization, execution and delivery by the other parties hereto or thereto, each Transaction Ancillary Agreement to which each Buyer Party is constitutes or will be a party constitutes, or upon execution and delivery thereof, will constitute, constitute the legal, valid and binding obligation of each such of Parent, Buyer Partyand Merger Sub, enforceable against it in accordance with its terms, subject in each case to the Enforceability Exceptioneffects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at Law). (b) Except in connection or in compliance with (i) the notification The execution, delivery and waiting period requirements performance of the HSR Act, (ii) applicable insurance holding company Laws of California, Wisconsin this Agreement and New York, (iii) compliance with and filings under Section 13(a) of the 1934 Act, and (iv) the approvals, filings and notifications imposed by applicable Laws that are set forth in Schedule 6.1(c), the execution and delivery by the Buyer Parties of the Transaction Agreements each Ancillary Agreement to which any of them it is or will be a party do notby Parent, Buyer and the performance by each Buyer Party ofMerger Sub, and the consummation by each Buyer Party of the transactions contemplated byhereby and thereby, such Transaction Agreements will not require no action by or in respect of, or filing with, any Governmental ApprovalAuthority other than (i) compliance with any applicable requirements of the HSR Act and the Competition Laws of the jurisdictions set forth in Section 3.2(b)(i) of the Buyer Disclosure Letter, (ii) such filings and consents as may be required by the FCC, under the Communications Act, or by the FCC Rules, (iii) such filings or consents as may be required by local and state Governmental Authorities pursuant to local or state Laws regulating the telecommunications business, and (iv) any actions or filings under Laws the absence of which would not, individually or in the aggregate, be reasonably likely to materially impair the ability of Parent or Buyer to consummate the transactions contemplated hereby or thereby.

Corporate and Governmental Authorization. (a) Each Buyer Party of the Canopius Group Companies has all requisite corporate or organizational other entity power and authority to execute and deliver the Transaction Agreements to which it is or will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each Buyer Party Canopius Group Company of each of the Transaction Agreements to which it is or will be a party and the consummation by each Buyer Party Canopius Group Company of the transactions contemplated by such Transaction Agreements have been or will be duly authorized by all requisite corporate or other similar organizational entity action on the part of each such Buyer PartyCanopius Group Company. Each of the Transaction Agreements to which a Buyer Party any Canopius Group Company is or will be a party has been, or upon execution and delivery thereof, thereof will be, duly executed and delivered by such Buyer PartyCanopius Group Company. Assuming due authorization, execution and delivery by the other parties hereto or thereto, each of the Transaction Agreement Agreements to which each Buyer Party Canopius Group Company is or will be a party constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of each such Buyer PartyCanopius Group Company, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in each case effect, 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 Enforceability Exceptiondiscretion of the court before which any proceeding therefor may be brought. (b) Except in connection or in compliance with (i) the notification and waiting period requirements of the HSR Act, (ii) applicable insurance holding company Laws of California, Wisconsin and New York, (iii) compliance with and filings under Section 13(a) of the 1934 Act, and (iv) for the approvals, filings and notifications imposed by applicable Laws that are set forth in Schedule 6.1(c)Section 2.2(b) of the Parent Disclosure Letter, the execution and delivery by the Buyer Parties Canopius Group Companies of the Transaction Agreements to which any of them is or will be a party do not, and the performance by each Buyer Party Canopius Group Company of, and the consummation by each Buyer Party Canopius Group Company of the transactions contemplated by, such Transaction Agreements does not and will not not, require any consent, approval, license, permit, order, qualification, authorization of, or registration or other action by, or any filing with or notification to, any Governmental Authority (each, a “Governmental Approval”).