Common use of CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT Clause in Contracts

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. The Company has the corporate power and authority to enter into this Agreement, the Warrant, and the Registration Rights Agreement; collectively, the Agreement, the Warrant and the Registration Rights Agreement are referred to as the "Transaction Documents") and to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents, and the consummation of the transactions contemplated thereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the Transaction Documents and the transactions contemplated thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Upon the receipt by the Company of the Purchase Price, and the execution and delivery of the Warrant and the Registration Rights Agreement, each of the Warrant and the Registration Rights Agreement will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies. Other than in connection with or in compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or blue sky laws of the various states (collectively, the "Company Approvals"), to the extent such laws require, no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement; provided that the Company makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Buyer or any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company Approvals (to the extent required), the Company is not subject to or obligated under any charter, bylaw or contract provision or any governmental licenses, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or carrying out the Transaction Documents.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. The Company (a) Each of the Parent Restructuring Entities has the requisite corporate or similar power and authority to enter into execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby, including the Teton Merger, the Warrant, Financing and the Registration Rights Agreement; collectively, the Agreement, the Warrant and the Registration Rights Agreement are referred to as the "Transaction Documents") and to carry out its obligations hereunder and thereunderRestructuring. The execution execution, delivery and delivery performance by the Parent Restructuring Entities of the Transaction Documents, this Agreement and the consummation by each of them of the transactions contemplated thereby hereby, including the Teton Merger, the Financing and the Restructuring, have been duly and validly authorized by the Parent Board, the Board of Directors of Teton Merger Sub and the Company equivalent governing body of each of the other Parent Restructuring Entities, except, in the case of the Teton Merger, for the adoption of this Agreement by Parent, as the sole stockholder of Teton Merger Sub (which such adoption shall occur immediately following the execution of this Agreement) and the filing of the Teton Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action or proceedings on the part of any of the Company are Parent Restructuring Entities, or other vote of any of the equityholders of any of the Parent Restructuring Entities, is necessary to authorize the Transaction Documents execution and delivery by the Parent Restructuring Entities of this Agreement or the consummation of the transactions contemplated therebyhereby, including the Teton Merger, the Financing and the Restructuring. This Agreement has been duly and validly executed and delivered by the Company Parent Restructuring Entities and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of the Parent Restructuring Entities and is enforceable against the Company Parent Restructuring Entities in accordance with its terms (terms, except insofar as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Upon the receipt by the Company of the Purchase Price, and the execution and delivery of the Warrant and the Registration Rights Agreement, each of the Warrant and the Registration Rights Agreement will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies. Other than in connection with or in compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or blue sky laws of the various states (collectively, the "Company Approvals"), subject to the extent such laws require, no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement; provided that the Company makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Buyer or any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company Approvals (to the extent required), the Company is not subject to or obligated under any charter, bylaw or contract provision or any governmental licenses, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or carrying out the Transaction DocumentsEnforceability Exceptions.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. The Company has the corporate power and authority to enter into this Agreement, the Warrant, Agreement and the Registration Rights Agreement; collectively, the Agreement, the Warrant and the Registration Rights Parent Stockholders Voting Agreement are referred to as the "Transaction Documents") and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents, Parent Stockholders Voting Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company and, except for the approval and adoption of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement and the approval of the Merger by the holders of a majority of the outstanding shares of Company Common Stock, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Transaction Documents Parent Stockholders Agreement and the transactions contemplated hereby and thereby. The Board of Directors of the Company has determined that the transactions contemplated by this Agreement are advisable and in the best interest of its stockholders and to recommend to such stockholders that they vote in favor thereof. This Agreement has and the Parent Stockholders Agreement have been duly and validly executed and delivered by the Company and, assuming this Agreement has and the Parent Stockholders Agreement have been duly and validly executed and delivered by the other parties heretohereto and thereto, constitutes the valid and binding agreement of the Company, enforceable against subject to the Company Stockholder Approval (as defined in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Upon the receipt by the Company of the Purchase Price, Section 5.3 hereof) this Agreement and the execution and delivery of the Warrant and the Registration Rights Agreement, each of the Warrant and the Registration Rights Parent Stockholders Agreement will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the Securities Act of 1933DGCL, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ActACT"), applicable approvals of the Federal Communications Commission (the "FCC") pursuant to the Communications Act of 1934, as amended, and any regulations promulgated thereunder (the "COMMUNICATIONS ACT"), any non-United States competition, antitrust and investment laws and the securities or blue sky laws of the various states states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Company ApprovalsCOMPANY REQUIRED APPROVALS"), to the extent such laws require, no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Parent Stockholder Voting Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, have a Material Adverse Effect on the Company ; provided that the Company makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Buyer Parent or any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company Approvals (to the extent required)Required Approvals, the Company is not subject to or obligated under any charter, bylaw or contract provision or any governmental licenses, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or or, subject to the approval of its stockholders, carrying out this Agreement or the Transaction DocumentsParent Stockholder Voting Agreement, except for any breaches or violations which would not, in the aggregate, have a Material Adverse Effect on the Company.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. The Company Each of Parent and Merger Sub has the corporate power and authority to enter into this Agreement, the Warrant, Registration Rights Agreement dated the date hereof between Parent and the Registration Rights Agreement; collectivelyVoting Stockholders (the "REGISTRATION RIGHTS AGREEMENT" and, together with the Fund Voting Agreement, the Warrant "ANCILLARY AGREEMENTS") and the Registration Rights Fund Voting Agreement are referred to as the "Transaction Documents") and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents, Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board Boards of Directors of Parent and Merger Sub and except for the Company approval of the issuance of shares of Parent Common Stock in the Merger by the holders of a majority of the outstanding shares of Parent Common Stock actually present and voting at the Parent Special Meeting, no other corporate or stockholder proceedings on the part of the Company Parent or Merger Sub are necessary to authorize this Agreement, the Transaction Documents Ancillary Agreements, the issuance of the Parent Common Stock and the other transactions contemplated hereby. The Board of Directors of each of Parent and Merger Sub has determined that the transactions contemplated therebyby this Agreement are advisable and in the best interest of its stockholders and to recommend to such stockholders that they vote in favor thereof. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by the other parties hereto, constitutes and subject to the Parent Stockholder Approval (as defined in Section 5.3 hereof), this Agreement and the Ancillary Agreements constitute valid and binding agreement agreements of the CompanyParent and Merger Sub, enforceable against the Company each of them in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Upon the receipt by the Company of the Purchase Price, and the execution and delivery of the Warrant and the Registration Rights Agreement, each of the Warrant and the Registration Rights Agreement will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies. Other than in connection with or in compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act")DGCL, the Securities Exchange Act of 1934Act, as amended (the "Exchange Act"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Communications Act, any non-United States competition, antitrust and investments laws and the securities or blue sky laws of the various states states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation (collectively, the "Company ApprovalsPARENT REQUIRED APPROVALS"), to the extent such laws require, no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by the Company Parent of the transactions contemplated by this AgreementAgreement or the Ancillary Agreements, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, have a Material Adverse Effect on Parent; provided that the Company Parent makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Buyer the Company or any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company Approvals (to the extent required)Parent Required Approvals, the Company neither Parent nor Merger Sub is not subject to or obligated under any charter, bylaw by-law or contract provision or any governmental licenseslicense, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or carrying out this Agreement or the Transaction DocumentsAncillary Agreements, except for any breaches or violations which would not, in the aggregate, have a Material Adverse Effect on Parent.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. The Company Buyer has the corporate power and authority to enter into this Agreement, the Warrant, and the Registration Rights Agreement; collectively, the Agreement, the Warrant Agreement and the Registration Rights Agreement are referred to as the "Transaction Documents") and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents, Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company Buyer and no other corporate or stockholder proceedings on the part of the Company Buyer are necessary to authorize the Transaction Documents this Agreement and the other transactions contemplated therebyhereby. This Agreement has been duly and validly executed and delivered by the Company Buyer and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, this Agreement constitutes the valid and binding agreement of the CompanyBuyer, enforceable against the Company it in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Upon the receipt by the Company of the Purchase Price, and the execution and delivery of the Warrant and the Registration Rights Agreement, each of the Warrant and the Registration Rights Agreement will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies. Other than in connection with or in compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or blue sky laws of the various states (collectively, the "Company Buyer Approvals"), to the extent such laws require, no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by the Company Buyer of the transactions contemplated by this Agreement or the Registration Rights Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, have a Material Adverse Effect on Buyer; provided that the Company Buyer makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Buyer the Company or any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company Approvals (to the extent required), the Company is not subject to or obligated under any charter, bylaw or contract provision or any governmental licenses, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or carrying out the Transaction Documents.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATIONNo Violation. The Company has the corporate power and authority to enter into this Agreement, the Warrant, and the Registration Rights Agreement; collectively, the Agreement, the Warrant and the Registration Rights Agreement are referred to as the "Transaction Documents") and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of the Transaction Documents, this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company and no by the holders of the outstanding shares of Company Common Stock. No other corporate proceedings on the part of the Company are necessary to authorize the Transaction Documents this Agreement and the transactions contemplated therebyhereby. The Board of Directors of the Company has determined that the transactions contemplated by this Agreement are advisable and in the best interest of its stockholders and to recommend to such stockholders that they vote in favor thereof. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement Agreement, has been duly and validly executed and delivered by the other parties hereto, hereto and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Upon Other than the receipt by the Company filing of the Purchase Price, Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the execution and delivery good standing or qualification of the Warrant and the Registration Rights Agreement, each of the Warrant and the Registration Rights Agreement will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies. Other than in connection with or in compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or blue sky laws of the various states Surviving Corporation (collectively, the "Company Required Approvals"), to the extent such laws require, no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by the Company of the transactions contemplated by this AgreementAgreement except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, have a Material Adverse Effect on the Company; provided that the Company makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Buyer or any of its Subsidiaries or facts specifically pertaining to Parent as any of them. Except for the Company Approvals (to the extent required), the Company is not subject to or obligated under any charter, bylaw or contract provision or any governmental licenses, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or carrying out the Transaction DocumentsSubsidiaries.