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

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. (a) The Company has requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval, to consummate the transactions contemplated hereby, including the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and, except for (i) the Company Shareholder Approval and (ii) the filing with, and acceptance by the Registrar of, the documents of re-registration as contemplated by Section 5.4(d) and the Articles of Merger, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. The Board of Directors of the Company has approved this Agreement by way of a board resolution adopted pursuant to Section 170 of the BC Act and determined that this Agreement is advisable. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of the Parent and Merger Sub, this Agreement constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) Other than in connection with or in compliance with (i) the provisions of the BC Act and the International Business Companies Act, 1984, (ii) the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") , (iii) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX XXX"), (iv) the European Community Merger Regulation ("ECMR") and (v) the approvals set forth on Section 3.3(b) of the Company Disclosure Schedule (collectively, the "COMPANY APPROVALS"), no authorization, consent, clearance or approval of, or filing or notification with, any United States (whether federal, state or local) or foreign, provincial or supranational governmental or regulatory agency, commission, court, body, entity or authority or works council or similar governmental or regulatory body (each, a "GOVERNMENTAL ENTITY") is necessary, under any Law (as hereinafter defined) applicable to the Company or any of the Company's Subsidiaries or any of their respective properties or assets, for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The execution and delivery by the Company of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, or any increased cost or loss of benefit to the Company or any Subsidiary thereof or increased benefit to another party thereto under, or result in the, or give rise to a right of, termination, cancellation or acceleration of any obligation under, any loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right, license, arrangement or other obligation (each, a "CONTRACT") to which the Company or any of the Company's Subsidiaries is a party or by which the Company or any of the Company's Subsidiaries is bound or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind or any restriction on transfer or, in the case of securities, voting rights (each, a "LIEN") upon any of the properties or assets of the Company or any of the Company's Subsidiaries, (ii) conflict with or result in any violation in any respect of any provision of the Memorandum and Articles of Association or other equivalent organizational document, in each case as amended, of the Company or any of the Company's Subsidiaries or (iii) conflict with or violate any Laws applicable to the Company or any of the Company's Subsidiaries or any of their respective properties or assets or any order, injunction, decree, or judgment (each, an "ORDER") applicable to the Company or any of its Subsidiaries in existence as of the date hereof, other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, Lien or other circumstance that would not (x) prevent or materially delay the Company from performing its obligations under this Agreement or taking any action necessary to consummate the transactions contemplated by this Agreement or (y) reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. (a) The Company Buyer has requisite the corporate power and authority to enter into this Agreement and, subject and the Registration Rights Agreement and to receipt of the Company Shareholder Approval, to consummate the transactions contemplated hereby, including the Mergercarry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the 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 and, except for (i) the Company Shareholder Approval Buyer and (ii) the filing with, and acceptance by the Registrar of, the documents of re-registration as contemplated by Section 5.4(d) and the Articles of Merger, no other corporate or stockholder proceedings on the part of the Company Buyer are necessary to authorize this Agreement or and the consummation of the other transactions contemplated hereby. The Board of Directors of the Company has approved this Agreement by way of a board resolution adopted pursuant to Section 170 of the BC Act and determined that this Agreement is advisable. This Agreement has been duly and validly executed and delivered by the Company Buyer and, assuming this Agreement constitutes has been duly and validly executed and delivered by the valid and binding agreement of the Parent and Merger Subother parties hereto, this Agreement constitutes the valid and binding agreement of the CompanyBuyer, enforceable against the Company it in accordance with its terms. terms (b) 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 (i) the provisions of the BC Act Securities Act, the Exchange Act, the HSR Act, and the International Business Companies Act, 1984, (ii) the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") , (iii) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX XXX"), (iv) the European Community Merger Regulation ("ECMR") and (v) the approvals set forth on Section 3.3(b) securities or blue sky laws of the Company Disclosure Schedule various states (collectively, the "COMPANY APPROVALSBuyer Approvals"), to the extent such laws require, no authorization, consent, clearance consent or approval of, or filing or notification with, any United States (whether federal, state or local) or foreign, provincial or supranational governmental or regulatory agency, commission, court, body, entity body or authority or works council or similar governmental or regulatory body (each, a "GOVERNMENTAL ENTITY") is necessary, under any Law (as hereinafter defined) applicable to the Company or any of the Company's Subsidiaries or any of their respective properties or assets, 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 thatfilings, if not obtained the failure to obtain or mademake which would not, would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (c) The execution and delivery by the Company of this Agreement does not, and the consummation Effect on Buyer; provided that Buyer makes no representation with respect to such of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, or any increased cost or loss of benefit to the Company or any Subsidiary thereof or increased benefit to another party thereto under, or result in the, or give rise to a right of, termination, cancellation or acceleration of any obligation under, any loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right, license, arrangement or other obligation (each, a "CONTRACT") to which the Company or any foregoing as are required by reason of the Company's Subsidiaries is a party or by which the Company or any regulatory status of the Company's Subsidiaries is bound or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind or any restriction on transfer or, in the case of securities, voting rights (each, a "LIEN") upon any of the properties or assets of the Company or any of the Company's Subsidiaries, (ii) conflict with or result in any violation in any respect of any provision of the Memorandum and Articles of Association or other equivalent organizational document, in each case as amended, of the Company or any of the Company's Subsidiaries or (iii) conflict with or violate any Laws applicable to the Company or any of the Company's Subsidiaries or any of their respective properties or assets or any order, injunction, decree, or judgment (each, an "ORDER") applicable to the Company or any of its Subsidiaries in existence as or facts specifically pertaining to any of the date hereof, other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, Lien or other circumstance that would not (x) prevent or materially delay the Company from performing its obligations under this Agreement or taking any action necessary to consummate the transactions contemplated by this Agreement or (y) reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectthem.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. (a) . The Company has requisite 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 and, subject are referred to receipt of as the Company Shareholder Approval, "Transaction Documents") and to consummate the transactions contemplated hereby, including the Mergercarry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents, and the consummation of the transactions contemplated hereby thereby have been duly and validly authorized by the Board of Directors of the Company and, except for (i) the Company Shareholder Approval and (ii) the filing with, and acceptance by the Registrar of, the documents of re-registration as contemplated by Section 5.4(d) and the Articles of Merger, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of Transaction Documents and the transactions contemplated hereby. The Board of Directors of the Company has approved this Agreement by way of a board resolution adopted pursuant to Section 170 of the BC Act and determined that this Agreement is advisablethereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes has been duly and validly executed and delivered by the valid and binding agreement of the Parent and Merger Subother parties hereto, this Agreement constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. terms (b) 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 (i) the provisions of the BC Securities Act and of 1933, as amended (the International Business Companies "Securities Act"), 1984, (ii) the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act") ), (iii) the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (xxx the "XXX XXXHSR Act"), (iv) and the European Community Merger Regulation ("ECMR") and (v) the approvals set forth on Section 3.3(b) securities or blue sky laws of the Company Disclosure Schedule various states (collectively, the "COMPANY APPROVALSCompany Approvals"), to the extent such laws require, no authorization, consent, clearance consent or approval of, or filing or notification with, any United States (whether federal, state or local) or foreign, provincial or supranational governmental or regulatory agency, commission, court, body, entity body or authority or works council or similar governmental or regulatory body (each, a "GOVERNMENTAL ENTITY") is necessary, under any Law (as hereinafter defined) applicable to the Company or any of the Company's Subsidiaries or any of their respective properties or assets, necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The execution and delivery by ; provided that the Company of this Agreement does not, and the consummation makes no representation with respect to such of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, or any increased cost or loss of benefit to the Company or any Subsidiary thereof or increased benefit to another party thereto under, or result in the, or give rise to a right of, termination, cancellation or acceleration of any obligation under, any loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right, license, arrangement or other obligation (each, a "CONTRACT") to which the Company or any foregoing as are required by reason of the Company's Subsidiaries is a party or by which the Company or any regulatory status of the Company's Subsidiaries is bound or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind or any restriction on transfer or, in the case of securities, voting rights (each, a "LIEN") upon any of the properties or assets of the Company or any of the Company's Subsidiaries, (ii) conflict with or result in any violation in any respect of any provision of the Memorandum and Articles of Association or other equivalent organizational document, in each case as amended, of the Company or any of the Company's Subsidiaries or (iii) conflict with or violate any Laws applicable to the Company or any of the Company's Subsidiaries or any of their respective properties or assets or any order, injunction, decree, or judgment (each, an "ORDER") applicable to the Company Buyer or any of its Subsidiaries in existence as or facts specifically pertaining to any of them. Except for the date hereof, other than, in Company Approvals (to the case of clauses (i) and (iiiextent required), any such violation, conflict, default, termination, cancellation, acceleration, Lien or other circumstance that would not (x) prevent or materially delay the Company from performing 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 obligations under this Agreement executing or taking any action necessary to consummate carrying out the transactions contemplated by this Agreement or (y) reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectTransaction Documents.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. NO VIOLATION. (a) The Company GlobalOptions has requisite the corporate power and authority to enter into this Agreement and, subject and to receipt of the Company Shareholder Approval, to consummate the transactions contemplated hereby, including the Mergercarry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of GlobalOptions and the Company requisite approval of the stockholders of GlobalOptions (the "GLOBALOPTIONS STOCKHOLDER APPROVAL") and, except for (i) the Company Shareholder Approval and (ii) the filing with, and acceptance by of the Registrar of, the documents of re-registration as contemplated by Section 5.4(d) and the Articles Certificate of Merger, no other corporate proceedings on the part of the Company GlobalOptions are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. The Board of Directors of the Company has approved this Agreement by way of a board resolution adopted pursuant to Section 170 of the BC Act and determined that this Agreement is advisable. This Agreement has been duly and validly executed and delivered by the Company GlobalOptions and, assuming this Agreement constitutes the a valid and binding agreement of the Parent Pubco and Merger Sub, this Agreement constitutes the a valid and binding agreement of the CompanyGlobalOptions, enforceable against the Company GlobalOptions in accordance with its terms, except as enforceability thereof may be limited by (i) bankruptcy laws and other similar laws affecting creditors' rights generally or (ii) general principles of equity. (b) Other than in connection with or in compliance with Except as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (i) the provisions of the BC Act and the International Business Companies Act"SECURITIES ACT"), 1984, (ii) the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the rules and regulations promulgated thereunder, state securities or blue sky laws, and the filing of the Certificate of Merger under Delaware Law, none of the execution, delivery or performance of this Agreement by GlobalOptions, the consummation by GlobalOptions of the transactions contemplated hereby or compliance by GlobalOptions with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or similar organizational documents of GlobalOptions, (iiiii) the Hart-Scott-Rodino Antitrust Improvements Act of 1976require any filing with, as amended (xxx "XXX XXX")or permit, (iv) the European Community Merger Regulation ("ECMR") and (v) the approvals set forth on Section 3.3(b) of the Company Disclosure Schedule (collectively, the "COMPANY APPROVALS"), no authorization, consent, clearance consent or approval of, or filing or notification withany federal, any United States (whether federalregional, state or local) local court, arbitrator, tribunal, administrative agency or foreign, provincial commission or supranational other governmental or other regulatory authority or agency, commission, court, body, entity whether U.S. or authority or works council or similar governmental or regulatory body foreign (each, a "GOVERNMENTAL ENTITY") is necessary), under any Law (as hereinafter defined) applicable to the Company or any of the Company's Subsidiaries or any of their respective properties or assets, for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The execution and delivery by the Company of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (iiii) result in any a violation or breach of, or default constitute (with or without due notice or lapse of time, time or both) under, or any increased cost or loss of benefit to the Company or any Subsidiary thereof or increased benefit to another party thereto under, or result in the, a default (or give rise to a any right ofof termination, terminationamendment, cancellation or acceleration of any obligation acceleration) under, any loanof the terms, guarantee conditions or provisions of Indebtedness or credit agreement, any note, bond, mortgage, indenture, lease, agreementlicense, contract, instrument, permit, concession, franchise, right, license, arrangement agreement or other instrument or obligation (each, a "CONTRACT") to which the Company or any of the Company's Subsidiaries GlobalOptions is a party or by which the Company or any of the Company's Subsidiaries is bound or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind or any restriction on transfer or, in the case of securities, voting rights (each, a "LIEN") upon any of the properties or assets of the Company or any of the Company's Subsidiaries, (ii) conflict with or result in any violation in any respect of any provision of the Memorandum and Articles of Association or other equivalent organizational document, in each case as amended, of the Company or any of the Company's Subsidiaries or (iii) conflict with or violate any Laws applicable to the Company or any of the Company's Subsidiaries them or any of their respective properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, permit, license, ordinance, law, statute, rule or judgment regulation (each, an "ORDERLAW") applicable to the Company GlobalOptions or any of its Subsidiaries in existence as of properties or assets, excluding from the date hereof, other than, in the case of foregoing clauses (iii), (iii) and (iii)iv) such filings, any such violationpermits, conflictauthorizations, defaultconsents, terminationapprovals, cancellationviolations, acceleration, Lien breaches or other circumstance that would not (x) prevent or materially delay the Company from performing its obligations under this Agreement or taking any action necessary to consummate the transactions contemplated by this Agreement or (y) reasonably be expected to havedefaults which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect on GlobalOptions.