Common use of Corporate Authority; Non-contravention Clause in Contracts

Corporate Authority; Non-contravention. GGFI has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by GGFI and the consummation by them of the transactions contemplated hereby have been duly authorized by all necessary action on the part of GGFI. This Agreement has been duly executed and when delivered by GGFI shall constitute a valid and binding obligation of GGFI, enforceable against GGFI, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any security interest upon any of the properties or assets of GGFI under, (i) their respective certificates or articles of incorporation, bylaws or other organizational or charter documents, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to GGFI, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to GGFI, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or security interests that individually or in the aggregate could not have a material adverse effect with respect to GGFI or could not prevent, hinder or materially delay the ability of GGFI to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. GGFI PAYM has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by GGFI PAYM and the consummation by them PAYM of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of GGFIPAYM. This Agreement has been duly executed and when delivered by GGFI PAYM shall constitute a valid and binding obligation of GGFIPAYM, enforceable against GGFI, as applicable, PAYM in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any security interest lien upon any of the properties or assets of GGFI under, PAYM under (i) their respective certificates or its articles of incorporation, bylaws bylaws, or other organizational or charter documents, ; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to GGFIPAYM, its properties or assets, ; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to GGFIPAYM, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or security interests liens that individually or in the aggregate could not have a material adverse effect with respect to GGFI PAYM or could not prevent, hinder or materially delay the ability of GGFI PAYM to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. GGFI TTHX has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by GGFI TTHX and the consummation by them TTHX of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of GGFITTHX. This Agreement has been duly executed and when delivered by GGFI TTHX shall constitute a valid and binding obligation of GGFITTHX, enforceable against GGFI, as applicable, TTHX in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any security interest lien upon any of the properties or assets of GGFI under, TTHX under (i) their respective certificates or its articles of incorporation, bylaws bylaws, or other organizational or charter documents, ; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to GGFITTHX, its properties or assets, ; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to GGFITTHX, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or security interests liens that individually or in the aggregate could not have a material adverse effect with respect to GGFI TTHX or could not prevent, hinder or materially delay the ability of GGFI TTHX to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. GGFI Pubco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by GGFI Pubco and the consummation by them Pubco of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of GGFIPubco. This Agreement has been duly executed and when delivered by GGFI Pubco, shall constitute a valid and binding obligation of GGFIPubco, enforceable against GGFI, as applicable, Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any security interest Lien upon any of the properties properties, securities or assets Assets of GGFI Pubco under, (i) their respective certificates or articles the Certificate of incorporationIncorporation, bylaws Bylaws, or other organizational or charter documentsdocuments of Pubco, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to GGFIPubco, its properties properties, securities or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to GGFIPubco, its properties properties, securities or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or security interests Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to GGFI Pubco or could not prevent, hinder or materially delay the ability of GGFI Pubco to consummate the transactions contemplated by this AgreementTransactions.

Corporate Authority; Non-contravention. GGFI (a) GX has all the requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party and, subject to the GX Shareholder Approval, to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement and the applicable Ancillary Agreements by GGFI GX and the consummation by them GX of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of GGFIGX. This Agreement has been duly executed and when delivered by GGFI shall constitute a GX and, assuming the due authorization, execution and delivery of this Agreement by the Company and Merger Sub, constitutes the legal, valid and binding obligation of GGFIGX, enforceable against GGFI, as applicable, GX in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting subject to the enforcement of creditors’ rights generally or by general principles of equity. Enforceability Exceptions. (b) The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement Transactions do not and compliance with the provisions hereof will not, (i) contravene, conflict with or result in any violation or breach of the respective certificates of incorporation or bylaws of GX, (ii) subject to the governmental filings and other matters referred to in Section 4.2(c), contravene, conflict with or result in any violation or breach of provision of applicable Law, or (iii) conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any security interest Lien (other than Permitted Liens) upon any of the properties or assets of GGFI under, (i) their respective certificates each of GX under any GX Permit or articles of incorporation, bylaws any contract by which GX or other organizational or charter documents, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to GGFI, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to GGFI, its properties or assetsassets may be bound, other than, in the case of clauses (ii) and (iii), any such 32 contraventions, conflicts, breaches, violations, defaults, rights, losses or security interests that Liens that, individually or in the aggregate could aggregate, has not had and would not reasonably be expected to have a material adverse effect GX Material Adverse Effect. (c) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to GGFI GX in connection with the execution and delivery of this Agreement by GX or could the consummation by GX of the Transactions, except for (i) compliance with any applicable requirements of any Competition Laws, (ii) the filing or submission with the SEC of the proxy statement relating to the GX Shareholder Meeting as part of the Joint Proxy Statement, (iii) compliance with the applicable requirements of NASDAQ, (iv) compliance with the applicable requirements, if any, of the Exchange Act, the Securities Act, state securities laws or “blue sky” laws, state takeover laws, and the Canadian Securities Laws and the BCBCA, (iv) the filing of the Merger Filings with the Secretary of State of the State of Delaware and, with respect to the Second Merger only, the Secretary of State of the State of Nebraska, and appropriate documents with the relevant authorities of other states in which GX is qualified to do business, and (v) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, has not prevent, hinder or materially delay the ability of GGFI had and would not reasonably be expected to consummate the transactions contemplated by this Agreementhave a GX Material Adverse Effect.

Corporate Authority; Non-contravention. GGFI PGID has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by GGFI PGID and the consummation by them PGID of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of GGFI. PGID This Agreement has been duly executed and when delivered by GGFI PGID shall constitute a valid and binding obligation of GGFIPGID, enforceable against GGFI, as applicable, PGID in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any security interest lien upon any of the properties or assets of GGFI PGID under, (i) their respective certificates or its articles of incorporation, bylaws bylaws, or other organizational or charter documents, documents of PGID (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to GGFIPGID, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to GGFIPGID, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or security interests liens that individually or in the aggregate could not have a material adverse effect with respect to GGFI PGID or could not prevent, hinder or materially delay the ability of GGFI PGID to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. GGFI (a) GX has all the requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party and, subject to the GX Shareholder Approval, to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement and the applicable Ancillary Agreements by GGFI GX and the consummation by them GX of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of GGFIGX. This Agreement has been duly executed and when delivered by GGFI shall constitute a GX and, assuming the due authorization, execution and delivery of this Agreement by the Company and Merger Sub, constitutes the legal, valid and binding obligation of GGFIGX, enforceable against GGFI, as applicable, GX in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting subject to the enforcement of creditors’ rights generally or by general principles of equity. Enforceability Exceptions. (b) The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement Transactions do not and compliance with the provisions hereof will not, (i) contravene, conflict with or result in any violation or breach of the respective certificates of incorporation or bylaws of GX, (ii) subject to the governmental filings and other matters referred to in Section 4.2(c), contravene, conflict with or result in any violation or breach of provision of applicable Law, or (iii) conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any security interest Lien (other than Permitted Liens) upon any of the properties or assets of GGFI under, (i) their respective certificates each of GX under any GX Permit or articles of incorporation, bylaws any contract by which GX or other organizational or charter documents, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to GGFI, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to GGFI, its properties or assetsassets may be bound, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, breaches, violations, defaults, rights, losses or security interests that Liens that, individually or in the aggregate could aggregate, has not had and would not reasonably be expected to have a material adverse effect GX Material Adverse Effect. (c) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to GGFI GX in connection with the execution and delivery of this Agreement by GX or could the consummation by GX of the Transactions, except for (i) compliance with any applicable requirements of any Competition Laws, (ii) the filing or submission with the SEC of the proxy statement relating to the GX Shareholder Meeting as part of the Joint Proxy Statement, (iii) compliance with the applicable requirements of NASDAQ, (iv) compliance with the applicable requirements, if any, of the Exchange Act, the Securities Act, state securities laws or “blue sky” laws, state takeover laws, and the Canadian Securities Laws and the BCBCA, (iv) the filing of the Merger Filings with the Secretary of State of the State of Delaware and, with respect to the Second Merger only, the Secretary of State of the State of Nebraska, and appropriate documents with the relevant authorities of other states in which GX is qualified to do business, and (v) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, has not prevent, hinder or materially delay the ability of GGFI had and would not reasonably be expected to consummate the transactions contemplated by this Agreementhave a GX Material Adverse Effect.

Corporate Authority; Non-contravention. GGFI MDXL has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by GGFI MDXL and the consummation by them MDXL of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of GGFIMDXL. This Agreement has been duly executed and when delivered by GGFI MDXL shall constitute a valid and binding obligation of GGFIMDXL, enforceable against GGFI, as applicable, MDXL in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any security interest lien upon any of the properties or assets of GGFI under, MDXL under (i) their respective certificates or its articles of incorporation, bylaws bylaws, or other organizational or charter documents, ; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to GGFI, MDXL,its properties or assets, ; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to GGFIMDXL, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or security interests liens that individually or in the aggregate could not have a material adverse effect with respect to GGFI MDXL or could not prevent, hinder or materially delay the ability of GGFI MDXL to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. GGFI Buyer has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by GGFI Buyer and the consummation by them Buyer of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of GGFIBuyer. This Agreement has been duly executed and when delivered by GGFI Buyer, shall constitute a valid and binding obligation of GGFIBuyer, enforceable against GGFI, as applicable, Buyer in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any security interest Lien upon any of the properties or assets Assets of GGFI Buyer under, (i) their respective certificates or articles the Certificate of incorporationIncorporation, bylaws Bylaws, or other organizational or charter documentsdocuments of Buyer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to GGFIBuyer, its properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to GGFIBuyer, its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or security interests Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to GGFI Buyer or could not prevent, hinder or materially delay the ability of GGFI Buyer to consummate the transactions contemplated by this AgreementTransactions.