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 and the Parent Stockholders Voting Agreement and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the 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 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 and the Parent Stockholders Agreement have been duly and validly executed and delivered by the Company and, assuming this Agreement and the Parent Stockholders Agreement have been duly and validly executed and delivered by the other parties hereto and thereto, and subject to the Company Stockholder Approval (as defined in Section 5.3 hereof) this Agreement and the Parent Stockholders Agreement 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 DGCL, 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"), 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, 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 REQUIRED APPROVALS"), 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 Parent or any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company 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, subject to the approval of its stockholders, carrying out this Agreement or the Parent 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 has the requisite corporate power and authority to enter into execute and deliver this Agreement and the Parent Stockholders Voting Agreement and and, subject to carry out its obligations hereunder and thereunder. The execution and delivery adoption of this Agreement and the 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 at least a majority of the outstanding shares of Company Common StockStock entitled to vote thereon (the “Company Stockholder Approval”), to consummate the transactions contemplated hereby, including the Teton Merger. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Teton Merger, have been duly and validly authorized by the Company Board and, except for the Company Stockholder Approval 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 the Company are or vote of the Company’s stockholders is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement or the Parent Stockholders Agreement and consummation of the transactions contemplated hereby and therebyhereby, including the Teton Merger. The Company Board of Directors of the Company has (a) determined that the transactions contemplated by this Agreement Agreement, including the Teton Merger, are advisable advisable, fair to and in the best interest interests of the Company and its stockholders stockholders, (b) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Teton Merger, (c) resolved to recommend to such that the holders of Company Common Stock adopt this Agreement (the “Company Recommendation”) and (d) directed that the adoption of this Agreement be submitted for consideration by the Company’s stockholders that they vote in favor at a meeting thereof. This Agreement and the Parent Stockholders Agreement have has been duly and validly executed and delivered by the Company and, assuming this Agreement and constitutes the Parent Stockholders Agreement have been duly and validly executed and delivered by the other parties hereto and theretolegal, and subject to the Company Stockholder Approval (as defined in Section 5.3 hereof) this Agreement and the Parent Stockholders Agreement constitute valid and binding agreements agreement of Parent and Teton Merger Sub, this Agreement constitutes the legal, valid and binding agreement of the Company, Company and is enforceable against the Company in accordance with its terms (terms, except insofar as enforceability such enforcement may be limited by subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws Laws affecting creditors' creditor’s rights generally, or by principles governing generally and the availability of equitable remediesrelief(the “Enforceability Exceptions”). Other than in connection with or in compliance with the provisions of the DGCL, 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"), 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, 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 REQUIRED APPROVALS"), 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 Parent or any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company 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, subject to the approval of its stockholders, carrying out this Agreement or the Parent 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 has the corporate power and authority to enter into this Agreement Agreement, the Warrant, and the Parent Stockholders Voting 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 this Agreement and the Parent Stockholders Voting Agreement Transaction Documents, 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 Parent Stockholders Agreement Transaction Documents 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 and the Parent Stockholders Agreement have has been duly and validly executed and delivered by the Company and, assuming this Agreement and the Parent Stockholders Agreement have has been duly and validly executed and delivered by the other parties hereto hereto, constitutes the valid and theretobinding 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 subject to the Company Stockholder Approval (as defined in Section 5.3 hereof) this Agreement execution and delivery of the Warrant and the Parent Stockholders 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 DGCLSecurities Act of 1933, 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, 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 states (collectively, the "COMPANY REQUIRED APPROVALSCompany 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 Parent Buyer or any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company Required ApprovalsApprovals (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, subject to the approval of its stockholders, or carrying out this Agreement or the Parent Stockholder Voting Agreement, except for any breaches or violations which would not, in the aggregate, have a Material Adverse Effect on the CompanyTransaction Documents.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION; NO CONFLICT. The Company Each of Discount and Sub has the corporate power and authority necessary to enter into this Agreement and the Parent Stockholders Voting Agreement and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Parent Stockholders Voting Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board Boards of Directors of the Company Discount and Sub 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 Discount or Sub are necessary to authorize this Agreement, the Parent Stockholders Agreement and the transactions contemplated hereby and therebyhereby. The Board Boards of Directors of the Company has Discount and Sub have (i) determined that the transactions contemplated by this Agreement are advisable and in the best interest of Discount and its stockholders and to recommend to such stockholders that they vote (ii) approved the Merger in favor thereofaccordance with Section 251 of the DGCL and the issuance of the shares of Discount Common Stock in the Merger. This Agreement and the Parent Stockholders Agreement have has been duly and validly executed and delivered by the Company Discount and Sub and, assuming this Agreement constitutes a valid and the Parent Stockholders binding Agreement have been duly and validly executed and delivered by of the other parties hereto and theretohereto, and subject to the Company Stockholder Approval (as defined in Section 5.3 hereof) this Agreement and the Parent Stockholders Agreement constitute constitutes a valid and binding agreements agreement of the CompanyDiscount and 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 other 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 DGCL, the Florida Business Corporation Act, the Securities Act, the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976HSR Act, as amended (the "HSR ACT"), 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, 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 states (collectively, the "COMPANY REQUIRED APPROVALSDiscount Required Approvals"), no authorization, consent or approval of, or filing by Discount or Sub with, any governmental body or authority or other person is necessary for the execution and delivery of this Agreement or for the consummation by the Company Discount or Sub of the transactions contemplated by this Agreement or the Parent Stockholder Voting Agreement, except for such authorizations, consents, approvals or filings, consents from the parties listed in Section 4.3 of Discount's Disclosure Letter that Discount reasonably expects to obtain and except where the failure to obtain such authorizations, consents or approvals or make which would not, in the aggregate, such filing is not reasonably likely to have a Material Adverse Effect on Discount. Except as disclosed in Discount's Disclosure Letter, neither the Company ; provided that execution and delivery of this Agreement by Discount and Sub nor the Company makes no representation with respect to such consummation by Discount and Sub of the foregoing as are required transactions contemplated by reason this Agreement will (a) result in a breach or violation of the regulatory status organizational documents of Parent Discount or Sub or of any of Discount's Subsidiaries, (b) result in a breach or violation of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default), under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or modify, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Discount or Sub or any of Discount's Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease or other instrument or obligation to which Discount or Sub or any of its Discount's Subsidiaries or facts specifically pertaining to any of them. Except for the Company Required Approvalsis a party, 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, (c) subject to the approval matters set forth in the preceding sentence violate any order, writ, injunction, decree, statute, rule or regulation applicable to Discount or Sub or any of its stockholdersDiscount's Subsidiaries or any of their respective properties or assets, carrying out (d) give any governmental body the right to challenge the transaction contemplated by this Agreement or exercise any remedy or seek any relief under any laws to which Discount or any of its Subsidiaries, or their respective assets, are subject, or (e) give any governmental body the Parent Stockholder Voting Agreementright to revoke, withdraw, suspend, cancel, terminate or modify any governmental authorization held by Discount or any of its Subsidiaries, except for any breaches in the case of matters covered by (a), (b), (c), (d) or violations which would (e) that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the CompanyDiscount.

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 Registration Rights Agreement dated the date hereof between Parent and the Parent Voting Stockholders (the "REGISTRATION RIGHTS AGREEMENT" and, together with the Fund Voting Agreement, the "ANCILLARY AGREEMENTS") and the Fund Voting Agreement and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Parent Stockholders Voting Agreement 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 the Company and, Parent and Merger Sub and except for the approval and adoption of the agreement issuance of merger (as such term is used shares of Parent Common Stock 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 Parent Common StockStock 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 Ancillary Agreements, the issuance of the Parent Stockholders Agreement Common Stock and the other transactions contemplated hereby and therebyhereby. The Board of Directors of the Company each of Parent and Merger Sub 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 and the Parent Stockholders Agreement Ancillary Agreements have been duly and validly executed and delivered by the Company Parent and Merger Sub and, assuming this Agreement and the Parent Stockholders Agreement Ancillary Agreements have been duly and validly executed and delivered by the other parties hereto and theretohereto, and subject to the Company Parent Stockholder Approval (as defined in Section 5.3 hereof) ), this Agreement and the Parent Stockholders Agreement Ancillary Agreements constitute valid and binding 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). Other than in connection with or in compliance with the provisions of the DGCL, the Securities Act, the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976HSR Act, as amended (the "HSR ACT"), 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")Act, any non-United States competition, antitrust and investment investments laws and the securities or blue sky laws of the various 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 PARENT REQUIRED APPROVALS"), 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 Agreement or the Parent Stockholder Voting AgreementAncillary 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 the Company 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 Parent the Company or any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company 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, subject to the approval of its stockholders, or carrying out this Agreement or the Parent Stockholder Voting AgreementAncillary Agreements, except for any breaches or violations which would not, in the aggregate, have a Material Adverse Effect on the CompanyParent.