Common use of Corporate Authority; Noncontravention Clause in Contracts

Corporate Authority; Noncontravention. Each of Parent and Merger Sub have all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicable, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub. This Agreement has been duly executed and when delivered by each of Parent and Merger Sub, shall constitute a valid and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or Assets of Parent and Merger Sub under, (i) the articles of incorporation, bylaws, or other charter documents of each of Parent and Merger sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to each of Parent or Merger Sub, each of 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 each of Parent and Merger Sub, each of its properties or Assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in the aggregate could not have a Material Adverse Effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Each of Parent and Merger Sub have RemSleep Holdings has all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicable, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub RemSleep Holdings and the consummation by each of Parent and Merger Sub RemSleep Holdings of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each of Parent and Merger SubRemSleep Holdings. This Agreement has been duly executed and when delivered by each of Parent and Merger Sub, RemSleep Holdings shall constitute a valid and binding obligation of each of Parent and Merger SubRemSleep Holdings, enforceable against Parent and Merger Sub RemSleep Holdings 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 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 loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or Assets assets of Parent and Merger Sub RemSleep Holdings under, (i) the its articles of incorporation, bylaws, or other charter documents of each of Parent and Merger sub, RemSleep Holdings (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permitpermit, concession, franchise or license applicable to each of Parent or Merger SubRemSleep Holdings, each of 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 each of Parent and Merger SubRemSleep Holdings, each of its properties or Assetsassets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaultsdefaults, rights, losses or Liens liens that individually or in the aggregate could not have a Material Adverse Effect material adverse effect with respect to Parent RemSleep Holdings or could not prevent, hinder or materially delay the ability of Parent RemSleep Holdings to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Each of Parent and Merger Sub have has all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicable, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub. This Agreement has been duly executed and when delivered by each of Parent and Merger Sub, shall constitute a valid and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or Assets of Parent and Merger Sub under, (ia) the articles of incorporation, bylaws, or other charter documents of each of Parent and Merger sub, (iib) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to each of Parent or Merger Sub, each of its properties or Assets, or (iiic) subject to the governmental filings and other matters referred to in the following sentenceSection 4.5, any judgment, Order, decree, statute, Law, ordinance, rule, regulation or arbitration award applicable to each of Parent and Merger Sub, each of its properties or Assets, other than, in the case of clauses (iib) and (iiic), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in the aggregate could not have a Material Adverse Effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Each of Parent and Merger Sub have The Company has all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicable, stockholders holding the requisite number of shares required under applicable Law and the Company’s Amended and Restated Certificate of Incorporation and Bylaws to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub the Company and the consummation by each of Parent and Merger Sub the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each of Parent and Merger Subthe Company. This Agreement has been duly executed and when delivered by each of Parent and Merger Sub, the Company shall constitute a valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company 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 Lien upon any of the properties or Assets of Parent and Merger Sub the Company under, (i) the certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents of each of Parent and Merger subthe Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to each of Parent or Merger Subthe Company, each of 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 each of Parent and Merger Subthe Company, each of its properties or Assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in the aggregate could not have a Material Adverse Effect with respect to Parent the Company or could not prevent, hinder or materially delay the ability of Parent the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Each of Parent The Selling Shareholder and Merger Sub each Existing Company Entity have all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicable, and to consummate the transactions contemplated by this AgreementExchange. The execution and delivery of this Agreement by each of Parent and Merger Sub Existing Company Entity and the consummation by each of Parent and Merger Sub them of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each of Parent and Merger SubExisting Company Entity. This Agreement has been duly executed and when delivered by the Selling Shareholder and each of Parent and Merger SubExisting Company Entity, shall constitute a valid and binding obligation of the Selling Shareholder and each of Parent and Merger Subsuch Existing Company Entity, enforceable against Parent the Selling Shareholder and Merger Sub each such Existing Company Entity and its shareholders, as applicable, 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 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 Lien lien upon any of the properties or Assets assets of Parent and Merger Sub the Existing Company Entities under, (i) the certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents of each any of Parent and Merger subthe Existing Company Entities, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permitpermit, concession, franchise or license applicable to each any of Parent or Merger Subthe Existing Company Entities, each of its their 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 each of Parent and Merger Subthe Existing Company Entities, each of its their properties or Assetsassets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaultsdefaults, rights, losses or Liens liens that individually or in the aggregate could not have a Material Adverse Effect material adverse effect with respect to Parent the Existing Company Entities or could not prevent, hinder or materially delay the ability of Parent the Existing Company Entities to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Each of Parent The Selling Shareholders and Merger Sub each Existing Company Entity have all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicable, and to consummate the transactions contemplated by this AgreementExchange. The On or prior to Closing, the execution and delivery of this Agreement by each of Parent and Merger Sub Existing Company Entity and the consummation by each of Parent and Merger Sub them of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each of Parent and Merger SubExisting Company Entity. This Agreement has been duly executed and when delivered by the Selling Shareholders and each of Parent and Merger SubExisting Company Entity, shall constitute a valid and binding obligation of the Selling Shareholders and each of Parent and Merger Subsuch Existing Company Entity, enforceable against Parent the Selling Shareholders and Merger Sub each such Existing Company Entity and its shareholders, as applicable, 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 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 Lien lien upon any of the properties or Assets assets of Parent and Merger Sub the Existing Company Entities under, (i) the certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents of each any of Parent and Merger subthe Existing Company Entities, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permitpermit, concession, franchise or license applicable to each any of Parent or Merger Subthe Existing Company Entities, each of its their 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 each of Parent and Merger Subthe Existing Company Entities, each of its their properties or Assetsassets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaultsdefaults, rights, losses or Liens liens that individually or in the aggregate could not have a Material Adverse Effect material adverse effect with respect to Parent the Existing Company Entities or could not prevent, hinder or materially delay the ability of Parent the Existing Company Entities to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Each of Parent and Merger Sub have all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicable, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub. This Agreement has been duly executed and when delivered by each of Parent and Merger Sub, shall constitute a valid and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or Assets of Parent and Merger Sub under, (i) the articles of incorporation, bylaws, or other charter documents of each of Parent and Merger sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to each of Parent or Merger Sub, each of 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 each of Parent and Merger Sub, each of its properties or Assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in the aggregate could would not have a Material Adverse Effect with respect to Parent or could would not prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Each of Parent Pubco and Merger Sub the Pubco Stockholders have all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicable, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub Pubco and the consummation by each of Parent and Merger Sub Pubco of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each of Parent and Merger SubPubco. This Agreement has been duly executed and when delivered by each of Parent Pubco and Merger Subthe Pubco Stockholders, shall constitute a valid and binding obligation of each of Parent Pubco and Merger Subthe Pubco Stockholders, enforceable against Parent Pubco and Merger Sub the Pubco Stockholders 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 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 loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or Assets assets of Parent and Merger Sub Pubco under, (i) the its articles of incorporation, bylaws, or other charter documents of each of Parent and Merger sub, Pubco (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permitpermit, concession, franchise or license applicable to each of Parent or Merger SubPubco, each of 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 each of Parent and Merger SubPubco, each of its properties or Assetsassets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaultsdefaults, rights, losses or Liens liens that individually or in the aggregate could not have a Material Adverse Effect material adverse effect with respect to Parent Pubco or could not prevent, hinder or materially delay the ability of Parent Pubco to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Each of Parent and Merger Sub have CLI has all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicable, stockholders holding the requisite number of shares required under applicable Law and CLI's Amended and Restated Certificate of Incorporation and Bylaws to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub CLI and the consummation by each of Parent and Merger Sub CLI of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each of Parent and Merger SubCLI. This Agreement has been duly executed and when delivered by each of Parent and Merger Sub, CLI shall constitute a valid and binding obligation of each of Parent and Merger SubCLI, enforceable against Parent and Merger Sub CLI 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 Lien upon any of the properties or Assets of Parent and Merger Sub CLI under, (i) the certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents of each of Parent and Merger subCLI, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to each of Parent or Merger SubCLI, each of 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 each of Parent and Merger SubCLI, each of its properties or Assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in the aggregate could not have a Material Adverse Effect with respect to Parent CLI or could not prevent, hinder or materially delay the ability of Parent CLI to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Each of Parent and Merger Sub have The Company has all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicable, and to consummate the transactions contemplated by this Agreement. The Transactions, the execution and delivery of this Agreement by each of Parent and Merger Sub the Company and the consummation by each of Parent and Merger Sub the Company 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 each of Parent and Merger Subthe Company. This Agreement has been duly executed and when delivered by each of Parent and Merger Sub, the Company shall constitute a valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company 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 Transactions 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 Lien upon any of the properties or Assets of Parent and Merger Sub the Company under, (i) the articles Certificate of incorporationOrganization, bylawsArticles of Organization, operating agreement, certificate of business registration obtained by the Company in the Republic of Korea or other organizational or charter documents of each of Parent and Merger subthe Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to each of Parent or Merger Subthe Company, each of 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 each of Parent and Merger Subthe Company, each of its properties or Assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in the aggregate could not have a Material Adverse Effect with respect to Parent the Company or could not prevent, hinder or materially delay the ability of Parent the Company to consummate the transactions contemplated by this AgreementTransactions.

Corporate Authority; Noncontravention. Each of Parent and Merger Sub have has all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicable, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Xxxxxx Sub of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub. This Agreement has been duly executed and when delivered by each of Parent and Merger Sub, shall constitute a valid and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub 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 loss of a material benefit under, or result in the creation of any Lien upon any of the properties or Assets of Parent and Merger Sub under, (ia) the articles of incorporation, bylaws, or other charter documents of each of Parent and Merger sub, (iib) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to each of Parent or Merger Sub, each of its properties or Assets, or (iiic) subject to the governmental filings and other matters referred to in the following sentenceSection 4.5, any judgment, Order, decree, statute, Law, ordinance, rule, regulation or arbitration award applicable to each of Parent and Merger Sub, each of its properties or Assets, other than, in the case of clauses (iib) and (iiic), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in the aggregate could not have a Material Adverse Effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Each of Parent and Merger Sub have The Seller has all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicableStockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each the Seller and, subject to receipt of Parent and Merger Sub and the Stockholder Approval, the consummation by each of Parent and Merger Sub the Seller of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each of Parent and Merger Subthe Seller. This Agreement has been duly executed and when delivered by each of Parent and Merger Sub, the Seller shall constitute a valid and binding obligation of each of Parent and Merger Subthe Seller, enforceable against Parent and Merger Sub the Seller 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 Lien upon any of the properties or Assets of Parent and Merger Sub the Seller, NSC or Global, under, (i) the articles certificate of incorporation, bylaws, bylaws or other organizational or charter documents of each of Parent and Merger subthe Seller, NSC or Global, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to each of Parent the Seller, NSC or Merger SubGlobal, each of its their properties or Assets, or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 3.5, any judgment, Order, decree, statute, Law, ordinance, rule, regulation or arbitration award applicable to each of Parent and Merger Subthe Seller, each of its NSC or Global, their properties or Assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in the aggregate could not have a Material Adverse Effect with respect to Parent the Seller, NSC or Global, or could not prevent, hinder or materially delay the ability of Parent the Seller to consummate the transactions contemplated by this Agreement.