Common use of Due Authorization and No Conflict Clause in Contracts

Due Authorization and No Conflict. All corporate action on each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of each Transaction Agreement (as defined below), the authorization, issuance, sale and delivery of the Note, the performance of their respective obligations under each Transaction Agreement and all other agreements, instruments and documents executed and delivered in connection with the transactions contemplated hereby, has been taken or will be taken prior to the Note Closing. The execution, delivery, performance and observance by such Group Company of its obligations under each Transaction Agreement and the transactions contemplated hereby and thereby, and the issue and sale of the Note to the Purchasers pursuant hereto, have been duly authorized and are, or will be duly authorized prior to the Note Closing and will be, the legally valid and binding obligations of such Group Company, enforceable against such Group Company in accordance with their respective terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles. Neither the Note, nor the Conversion Shares are subject to any pre-emptive rights, rights of first refusal, or liens of any kind. The execution, delivery, performance and observance by such Group Company of its obligations under each Transaction Agreement, the issue and delivery of the Note and the Conversion Shares do not and will not, with or without the passage of time or the giving of notice or both, (i) result in the existence or imposition of any security interest, mortgage, pledge, assignment by way of security, charge, lease, easement, servitude, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing or similar statement or notice filed under any recording or notice statute, and any lease having substantially the same effect as any of the foregoing (all the foregoing shall be referred to herein as “Liens”), in favor of any person or entity over all or any of the assets or properties of any Group Company (except for such Lien created by the Transaction Agreements); (ii) conflict with or result in a breach of any agreement, mortgage, bond or other instrument to which any Group Company is a party or which is binding upon any Group Company, or any of their respective assets or properties; (iii) conflict with or result in a breach of the certificate of incorporation, memorandum of association, articles of association or other organizational or charter documents of any Group Company; (iv) conflict with or result in a breach of any law, regulation or judicial order binding on any Group Company; or (v) result in any Group Company (a) being rendered insolvent or bankrupt as the case may be, (b) being incapable of paying its debts or performing its obligations as such debts or obligations become due in the usual course of business, (c) having liabilities that exceed its assets, (d) having final money judgments rendered in amounts that it will be unable to satisfy promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of such Group Company, or (e) commencing any bankruptcy, reorganization or insolvency proceeding, or other proceeding, under any federal, state or other law for the relief of debtors.

Due Authorization and No Conflict. All corporate action on the part of each Group Companyof the Company and GHK, its their respective officers, directors and shareholders necessary for the authorization, execution and delivery of each Transaction Agreement (as defined below)this Agreement, the authorization, issuance, sale reservation for issuance and delivery of all of the NotePurchased Shares and the Ordinary Shares upon conversion of the Series A Preferred Shares (the “Conversion Shares”), and, as applicable, the performance of their respective obligations under each Transaction this Agreement and, where applicable, the Amended M&AA, the Shareholders Agreement and all other agreements, instruments and documents executed and delivered in connection with the transactions contemplated hereby, has been taken or will be taken prior to the Note Closing. The executionThis Agreement and, deliverywhere applicable, performance and observance by such Group Company of its obligations under each Transaction Agreement and the transactions contemplated hereby and thereby, and the issue and sale of the Note to the Purchasers pursuant hereto, have been duly authorized and are, or will be duly authorized prior to the Note Closing and will be, Amended M&AA are the legally valid and binding obligations of such Group Companythe Company and GHK, enforceable against such Group Company in accordance with their respective terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles. Neither None of the NotePurchased Shares, nor the Conversion Shares are subject to any pre-emptive preemptive rights, rights of first refusal, or liens of any kindLiens except for rights imposed under the Amended M&AA and/or the Shareholders Agreement. The execution, delivery, performance and observance by such Group each of the Company and GHK of its obligations under each Transaction Agreementthis Agreement and, where applicable, the Amended M&AA, the issue and delivery of the Note Purchased Shares and the Conversion Shares do not and will not, with or without the passage of time or the giving of notice or both, (i) result in the existence or imposition of any security interest, mortgage, pledge, assignment by way of security, charge, lease, easement, servitude, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing or similar statement or notice filed under any recording or notice statute, and any lease having substantially the same effect as any of the foregoing (all the foregoing shall be referred to herein as “Liens”), in favor of any person or entity over all or any of the assets or properties of any Group the Company (except for such Lien created by the Transaction Agreements)or GHK; (ii) conflict with or result in a breach of any agreement, mortgage, bond or other instrument to which any Group the Company or GHK is a party or which is binding upon any Group the Company, GHK or any of their respective assets or properties; (iii) conflict with or result in a breach of the certificate of incorporation, memorandum of association, articles of association or other organizational or charter documents of any the Group CompanyCompany or GHK; or (iv) conflict with or result in a breach of any law, regulation or judicial order binding on any Group Company; the Company or (v) result in any Group Company (a) being rendered insolvent or bankrupt as the case may be, (b) being incapable of paying its debts or performing its obligations as such debts or obligations become due in the usual course of business, (c) having liabilities that exceed its assets, (d) having final money judgments rendered in amounts that it will be unable to satisfy promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of such Group Company, or (e) commencing any bankruptcy, reorganization or insolvency proceeding, or other proceeding, under any federal, state or other law for the relief of debtorsGHK.

Due Authorization and No Conflict. All corporate action on each Group CompanyThis Agreement is, its officersand, directors and shareholders necessary for the authorization, upon execution and delivery of each Transaction Agreement (as defined below)by the Company pursuant to the terms hereof, the authorization, issuance, sale and delivery of the Note, the performance of their respective obligations under each Transaction Agreement and all other agreements, instruments and documents Transaction Documents required to be executed and delivered in connection with by the transactions contemplated hereby, has been taken or will be taken prior to the Note Closing. The execution, delivery, performance and observance by such Group Company of its obligations under each Transaction Agreement and the transactions contemplated hereby and thereby, and the issue and sale of the Note to the Purchasers pursuant hereto, have been duly authorized and are, or will be duly authorized prior to the Note hereto at Closing and will be, the legally valid and binding obligations of such Group the Company, enforceable against such Group the Company in accordance with their respective terms, subjectsubject to the effect, as to enforcement if any, of remedies, to applicable (a) bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and to (b) general principles of equity, including Laws governing specific performance, injunctive relief and other equitable principles. Neither remedies, whether considered in a proceeding at Law or in equity (sub-clauses (a) and (b), collectively, the Note, nor the Conversion Shares are subject to any pre-emptive rights, rights of first refusal, or liens of any kind“Bankruptcy and Equity Exception”). The execution, deliverydelivery and performance of this Agreement and all other Transaction Documents to be executed and delivered by the Company pursuant hereto, and the performance and observance by such Group the Company of its obligations under each the Transactions contemplated to be performed by the Company have been duly authorized by all necessary corporate and stockholder action of the Company. No further action by the Stockholders is necessary to authorize this Agreement or any of the other Transaction AgreementDocuments or to consummate any of the Transactions. Except (a) as set forth in Schedule 4.2, and (b) the pre-merger notification requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), the issue execution and delivery by the Company of this Agreement and all other Transaction Documents executed and delivered by the Company pursuant hereto and the performance by the Company of the Note and Transactions contemplated to be performed by the Conversion Shares Company, do not and will not: (i) violate or result in a violation of, conflict with or without constitute or result in a violation of or default (whether after the passage giving of notice, lapse of time or the giving both) or loss of notice or both, (i) result in the existence or imposition of any security interest, mortgage, pledge, assignment by way of security, charge, lease, easement, servitude, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing or similar statement or notice filed benefit under any recording or notice statute, and any lease having substantially the same effect as any provision of the foregoing (all the foregoing shall be referred to herein as “Liens”), in favor of any person or entity over all Company’s or any of the assets Subsidiaries’ Fundamental Documents, or properties cause the creation of any Group Encumbrance upon any of the assets of the Company (except for such Lien created by or any of the Transaction Agreements)Subsidiaries; (ii) violate, conflict with or result in a breach violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any agreement, mortgage, bond Law applicable to the Company or any of the Subsidiaries; (iii) require from any Governmental Body or other instrument third party any Consent; or (iv) materially violate or result in a material violation of, or materially conflict with or constitute or result in a material violation of or material default (whether after the giving of notice, lapse of time or both) under, accelerate or modify any material right or obligation under, or give rise to a right of termination, acceleration or modification of, any Material Contract or material Permit or other material obligation to which the Company or any Group Company of the Subsidiaries is a party or by which is binding upon any Group Company, the Company or any of the Subsidiaries or its or their respective assets are bound, subject to or properties; (iii) conflict with or result in a breach of the certificate of incorporation, memorandum of association, articles of association or other organizational or charter documents of any Group Company; (iv) conflict with or result in a breach of any law, regulation or judicial order binding on any Group Company; or (v) result in any Group Company (a) being rendered insolvent or bankrupt as the case may be, (b) being incapable of paying its debts or performing its obligations as such debts or obligations become due in the usual course of business, (c) having liabilities that exceed its assets, (d) having final money judgments rendered in amounts that it will be unable to satisfy promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of such Group Company, or (e) commencing any bankruptcy, reorganization or insolvency proceeding, or other proceeding, under any federal, state or other law for the relief of debtorsaffected.

Due Authorization and No Conflict. All corporate action on each Group CompanyThis Agreement is, its officersand, directors and shareholders necessary for the authorization, upon execution and delivery of by each Transaction Agreement (as defined below)Material Stockholder pursuant to the terms hereof, the authorization, issuance, sale and delivery of the Note, the performance of their respective obligations under each Transaction Agreement and all other agreements, instruments and documents Transaction Documents required to be executed and delivered in connection with the transactions contemplated hereby, has been taken or will be taken prior to the Note Closing. The execution, delivery, performance and observance by such Group Company of its obligations under each Transaction Agreement and the transactions contemplated hereby and thereby, and the issue and sale of the Note to the Purchasers Material Stockholder pursuant hereto, have been duly authorized and are, or will be duly authorized prior to the Note hereto at Closing and will be, the legally valid and binding obligations of such Group CompanyMaterial Stockholder, enforceable against such Group Company Material Stockholder in accordance with their respective terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles. Neither the Note, nor the Conversion Shares are subject to any pre-emptive rightsthe effect, rights if any, of first refusal, or liens of any kindthe Bankruptcy and Equity Exception. The execution, deliverydelivery and performance of this Agreement and all other Transaction Documents to be executed and delivered by each Material Stockholder pursuant hereto, and the performance and observance by such Group Company Material Stockholder of its obligations under each the Transactions contemplated to be performed by such Material Stockholder have been duly authorized by all necessary corporate and stockholder action of the Material Stockholder, if applicable. No further action by the Material Stockholder or, if applicable, Affiliates thereof, is necessary to authorize this Agreement or any of the other Transaction AgreementDocuments or to consummate any of the Transactions. Except (a) as set forth in Schedule 5.2, the issue execution and delivery by each Material Stockholder of this Agreement and all other Transaction Documents executed and delivered by such Material Stockholder pursuant hereto and the performance by such Material Stockholder of the Note and the Conversion Shares Transactions contemplated to be performed by such Material Stockholder, do not and will not: (i) violate or result in a violation of, conflict with or without constitute or result in a violation of or default (whether after the passage giving of notice, lapse of time or both) or loss of benefit under any provision of the giving of notice Material Stockholder’s Fundamental Documents, if applicable, or both, (i) result in cause the existence or imposition creation of any security interest, mortgage, pledge, assignment by way of security, charge, lease, easement, servitude, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing or similar statement or notice filed under any recording or notice statute, and any lease having substantially the same effect as any of the foregoing (all the foregoing shall be referred to herein as “Liens”), in favor of any person or entity over all or Encumbrance upon any of the assets or properties of any Group Company (except for such Lien created by the Transaction Agreements); Material Stockholder, (ii) violate, conflict with or result in a breach violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any agreementLaw applicable to such Material Stockholder, mortgage, bond or other instrument to which any Group Company is a party or which is binding upon any Group Company, or any of their respective assets or properties; (iii) conflict with require from any Governmental Body or other third party any Consent or (iv) materially violate or result in a breach of the certificate of incorporationmaterial violation of, memorandum of association, articles of association or other organizational or charter documents of any Group Company; (iv) materially conflict with or constitute or result in a breach material violation of or material default (whether after the giving of notice, lapse of time or both) under, accelerate or modify any lawmaterial right or obligation under, regulation or judicial order binding on give rise to a right of termination, acceleration or modification of, any Group Company; Contract, material Permit, material license or (v) result in any Group Company (a) being rendered insolvent or bankrupt as the case may be, (b) being incapable of paying its debts or performing its obligations as such debts or obligations become due in the usual course of business, (c) having liabilities that exceed its assets, (d) having final money judgments rendered in amounts that it will be unable other material obligation to satisfy promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations Material Stockholder or any of such Group Companyhis or her or its assets are bound, subject to or (e) commencing any bankruptcy, reorganization or insolvency proceeding, or other proceeding, under any federal, state or other law for the relief of debtorsaffected.