Common use of Corporate and Governmental Authorization Clause in Contracts

Corporate and Governmental Authorization. (a) Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by Buyer, the performance of Buyer’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action of Buyer. Buyer has duly executed and delivered this Agreement and on the Closing Date it or its Affiliates, as the case may be, shall have duly executed and delivered the Ancillary Agreements. This Agreement constitutes, and the Ancillary Agreements when so executed and delivered by Buyer or its Affiliates, as the case may be, will constitute, the legal, valid and binding obligation of Buyer or its Affiliates, as the case may be, enforceable against Buyer or its Affiliates, as the case may be, 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 or in equity). (b) The execution, delivery and performance of this Agreement and the Ancillary Agreements by Buyer or its Affiliates, as the case may be, and the consummation by Buyer or its Affiliates, as the case may be, of the transactions contemplated hereby and thereby, require no action by or in respect of, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act, (ii) compliance with any applicable requirements of the Competition Act, (iii) any filings under Insurance Laws set forth in Section 3.02(b)(iii) of the Buyer Disclosure Schedule and (iv) any actions or filings under Laws (other than Insurance Laws), the absence of which would not be, individually or in the aggregate, materially adverse to Buyer or materially impair the ability of Buyer or its Affiliates to consummate the transactions contemplated hereby or thereby.

Corporate and Governmental Authorization. (a) Each Buyer Party has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary AgreementsAgreement, to perform its obligations hereunder and, subject to the Buyer Stockholder Approval and thereunder 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 hereby and thereby(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 Buyereither Buyer Party to the Company, the performance of Buyereach Buyer Party’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action of Buyereach Buyer Party other 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 any Buyer Party are necessary to authorize the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been, and at the time they are executed and delivered each Ancillary Document to which a Buyer has Party is a party will be, duly executed and delivered this Agreement and on the Closing Date it or its Affiliates, as the case may be, shall have duly executed and delivered the Ancillary Agreementsby each applicable Buyer Party. This Agreement constitutesdoes, and when executed the Ancillary Documents and Investor Agreements when so executed and delivered by to which a Buyer or its AffiliatesParty is a party will, as the case may be, will constitute, the constitute a legal, valid and binding obligation of each such Buyer or its Affiliates, as the case may beParty, enforceable against each such Buyer or its Affiliates, as the case may be, Party 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 or in equity). (b) The execution, delivery and performance of this Agreement and the Ancillary Agreements by each Buyer or its Affiliates, as the case may be, Party and the consummation by Buyer or its Affiliates, as the case may be, of the transactions contemplated hereby and thereby, (including the Merger) require no material action by or in respect of, or filing withwith or notification to, any Governmental Authority with respect to the Buyer Parties other than (i) the filing of the Certificate of Merger with the Delaware Secretary of State, (ii) compliance with any applicable requirements of the HSR Act, (iiiii) compliance with any applicable requirements of the Competition Buyer FCC Licenses or Communications Laws (including obtaining the FCC Consent), (iv) compliance with any applicable requirements of the Securities Act, (iii) the Exchange Act, any filings under Insurance other applicable U.S. federal or state securities Laws set forth in Section 3.02(b)(iii) or “blue sky” Laws, including the filing with the SEC of an information statement to be filed by Buyer with respect to the Buyer Disclosure Schedule Stockholder Approval (as amended or supplemented from time to time, the “Information Statement”) and (ivv) any actions or filings under Laws Law (other than Insurance Lawsthe Laws referred to in clause (ii), (iii) and (iv)) the absence of which would not bereasonably be expected, individually or in the aggregate, to materially adverse to Buyer impair, prevent or materially impair delay the ability of Buyer or its Affiliates to consummate the transactions contemplated hereby 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 class or therebyseries of capital stock of Buyer necessary to approve the transactions contemplated by this Agreement.

Corporate and Governmental Authorization. (a) Buyer Each of the Canopius Group Companies has all requisite corporate or other entity power and authority to execute and deliver this Agreement and the Ancillary AgreementsTransaction Agreements 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 each Canopius Group Company of this Agreement and each of the Ancillary Transaction Agreements by Buyer, the performance of Buyer’s obligations hereunder and thereunder to which it is or will be a party and the consummation by each Canopius Group Company of the transactions contemplated hereby and thereby by such Transaction Agreements have been or will be duly authorized by all requisite corporate or other similar entity action on the part of Buyersuch Canopius Group Company. Buyer Each of the Transaction Agreements to which any Canopius Group Company is or will be a party has been, or upon execution and delivery thereof will be, duly executed and delivered this Agreement by such Canopius Group Company. Assuming due authorization, execution and on delivery by the Closing Date it other parties thereto, each of the Transaction Agreements to which each Canopius Group Company is or its Affiliates, as the case may be, shall have duly executed and delivered the Ancillary Agreements. This Agreement will be a party constitutes, or upon execution and the Ancillary Agreements when so executed and delivered by Buyer or its Affiliates, as the case may bedelivery thereof, will constitute, the legal, valid and binding obligation of Buyer or its Affiliates, as the case may beeach such Canopius Group Company, enforceable against Buyer or its Affiliates, as the case may be, it in accordance with its respective 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 by general principles (ii) the remedy of equity (whether considered at law or in equity)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. (b) The executionExcept for the approvals, filings and notifications imposed by applicable Laws that are set forth in Section 2.2(b) of the Parent Disclosure Letter, the execution and delivery and performance by the Canopius Group Companies of this Agreement the Transaction Agreements to which any of them is or will be a party do not, and the Ancillary Agreements performance by Buyer or its Affiliates, as the case may beeach Canopius Group Company of, and the consummation by Buyer or its Affiliates, as the case may be, each Canopius Group Company of the transactions contemplated hereby by, such Transaction Agreements does not and therebywill not, require no action by or in respect any consent, approval, license, permit, order, qualification, authorization of, or registration or other action by, or any filing withwith or notification to, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Acteach, (ii) compliance with any applicable requirements of the Competition Act, (iii) any filings under Insurance Laws set forth in Section 3.02(b)(iii) of the Buyer Disclosure Schedule and (iv) any actions or filings under Laws (other than Insurance Lawsa “Governmental Approval”), the absence of which would not be, individually or in the aggregate, materially adverse to Buyer or materially impair the ability of Buyer or its Affiliates to consummate the transactions contemplated hereby or thereby.

Corporate and Governmental Authorization. (a) Each of Parent, Buyer and Merger Sub has all requisite partnership or corporate power and authority to execute and deliver this Agreement, each Ancillary Agreement and the Ancillary Agreementsto 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 of this Agreement and the each Ancillary Agreements by BuyerAgreement to which it is or will be a party, the performance of Buyer’s its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action of BuyerParent, Buyer and Merger Sub, except, in the case of Merger Sub, the approval of this Agreement by its sole stockholder, which will be obtained immediately following execution of this Agreement. Each of Parent, Buyer and Merger Sub has duly executed and delivered this Agreement and on the Closing Date has or will duly execute and deliver each Ancillary Agreement to which it is or its Affiliates, as the case may be, shall have duly executed and delivered the Ancillary Agreementswill be a party. This Agreement constitutes, and the each such Ancillary Agreements when so executed and delivered by Buyer Agreement constitutes or its Affiliates, as the case may be, will constitute, constitute the legal, valid and binding obligation of each of Parent, Buyer or its Affiliates, as the case may beand Merger Sub, enforceable against Buyer or its Affiliates, as the case may be, it in accordance with its respective terms, except as such enforceability may be limited by applicable subject to the effects of bankruptcy, reorganization, insolvency, fraudulent conveyance, moratoriumreorganization, receivership or moratorium and other similar Laws relating to or affecting creditors’ rights generally generally, and by general equitable principles of equity (whether considered in a proceeding in equity or at law or in equityLaw). (b) The execution, delivery and performance of this Agreement and the each Ancillary Agreements Agreement to which it is or will be a party by Parent, Buyer or its Affiliates, as the case may beand Merger Sub, and the consummation by Buyer or its Affiliates, as the case may be, of the transactions contemplated hereby and thereby, require no action by or in respect of, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act, (ii) compliance with any applicable requirements Act and the Competition Laws of the Competition Act, (iii) any filings under Insurance Laws jurisdictions set forth in Section 3.02(b)(iii3.2(b)(i) of the Buyer Disclosure Schedule 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 (other than Insurance Laws), the absence of which would not benot, individually or in the aggregate, materially adverse be reasonably likely to Buyer or materially impair the ability of Parent or Buyer or its Affiliates to consummate the transactions contemplated hereby or thereby.

Corporate and Governmental Authorization. (a) Buyer Seller has all requisite full corporate power and authority to execute and deliver enter into this Agreement and each 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, Agreements to which it is to be a party and to perform its obligations hereunder and thereunder and to consummate (as the transactions contemplated hereby and therebycase may be). The execution and delivery of this This Agreement has been, and the Ancillary Agreements to which the Selling Affiliates are to be a party will be by BuyerClosing, the performance of Buyer’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite necessary corporate action of Buyer. Buyer action. (b) ▇▇▇▇▇▇ has duly executed and delivered this Agreement and on the Closing Date it or its Affiliates, as the case may be, shall will have duly executed and delivered the Ancillary Agreements. (c) The transactions contemplated under this Agreement do not constitute a sale of all or substantially all of Seller’s assets. This Except as set forth on Section 2.2(c) of the Seller Disclosure Letter, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Seller, the Business, or the Transferred Assets for, or in connection with, (i) the execution and delivery of this Agreement constitutesby Seller, and (ii) the Ancillary Agreements when so executed and delivered by transfer of the Transferred Assets to Buyer or its Affiliates(iii) the consummation of transactions contemplated hereunder. (d) Assuming the due authorization, as the case may beexecution and delivery of this Agreement by ▇▇▇▇▇, will constitute, the this Agreement constitutes a legal, valid and binding obligation of Buyer or its Affiliates, as the case may beSeller, enforceable against Buyer or its Affiliates, as the case may be, Seller in accordance with its respective 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 equity (whether considered at law or in equity). (b) The execution, delivery and performance of this Agreement and the Ancillary Agreements by Buyer or its Affiliates▇▇▇▇▇, as the case may beeach Ancillary Agreement to be executed by any Selling Affiliate, when delivered hereunder, will be duly and validly executed and delivered, and the consummation 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 Buyer bankruptcy, insolvency, reorganization, moratorium or its Affiliates, as the case may be, of the transactions contemplated hereby similar Laws affecting creditors’ rights generally and thereby, require no action by or in respect of, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act, (ii) compliance with any applicable requirements of the Competition Act, (iii) any filings under Insurance Laws set forth in Section 3.02(b)(iii) of the Buyer Disclosure Schedule and (iv) any actions or filings under Laws (other than Insurance Laws), the absence of which would not be, individually or in the aggregate, materially adverse to Buyer or materially impair the ability of Buyer or its Affiliates to consummate the transactions contemplated hereby or therebygeneral equity principles.