Common use of Incorporation; Authorization; Etc Clause in Contracts

Incorporation; Authorization; Etc. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has full corporate power to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Parent’s and Merger Sub’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other proceedings on the part of Parent and Merger Sub, their respective Boards of Directors and their respective stockholders or members. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (a) violate any provision of the charter or by-laws or similar organizational instrument of Parent, Merger Sub or any of their respective Subsidiaries, or (b) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien upon any of Parent’s, Merger Sub’s or any of their respective Subsidiaries’ assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Parent, Merger Sub or any of their respective Subsidiaries is a party or by which Parent, Merger Sub or any of their respective Subsidiaries is bound. This Agreement has been duly executed and delivered by Parent and Merger Sub, and, assuming the due execution hereof by the Company, this Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity).

Incorporation; Authorization; Etc. Each of Parent and Merger Sub Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub Buyer has full corporate power to execute and deliver this AgreementAgreement and the Collateral Documents, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this AgreementAgreement and the Collateral Documents, the performance of Parent’s and Merger Sub’s Buyer's obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the Board of Directors of Buyer and no other corporate proceedings or other proceedings actions on the part of Parent and Merger SubBuyer, their respective Boards its Board of Directors and their respective or stockholders or membersare necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Collateral Documents will not (ai) violate any provision of the charter or by-laws bylaws or similar organizational instrument of Parent, Merger Sub Buyer or any of their respective its Subsidiaries, or (bii) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien lien upon or the creation of a security interest in any of Parent’s, Merger Sub’s Buyer's or any of their respective its Subsidiaries’ ' assets or properties pursuant to, to any Lien, lease, agreement, instrument, order, arbitration award, judgment Contract or decree Order to which Parent, Merger Sub Buyer or any of their respective its Subsidiaries is a party or by which Parent, Merger Sub Buyer or any of their respective its Subsidiaries is bound, or (iii) violate or conflict with any other material restriction of any kind or character to which Buyer or any of its Subsidiaries is subject, that, in the case of either of clauses (ii) or (iii), would, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Buyer or Buyer and its subsidiaries, taken as a whole. This Agreement has been been, and upon Closing the Collateral Documents will be, duly executed and delivered by Parent and Merger SubBuyer, and, assuming the due execution hereof and thereof by the CompanySeller, this Agreement constitutes constitutes, and the Collateral Documents will constitute, the legal, valid and binding obligation of Parent and Merger SubBuyer, enforceable against Parent and Merger Sub Buyer in accordance with its respective terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity).

Incorporation; Authorization; Etc. Each of Parent and Merger Sub (a) Buyer is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub Buyer has full corporate limited liability company power and authority to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Parent’s and Merger Sub’s Buyer's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or and no other proceedings or actions on the part of Parent and Merger Sub, their respective Boards of Directors and their respective stockholders or membersBuyer are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (ai) violate any provision of the charter or by-laws or similar organizational instrument documents of Parent, Merger Sub Buyer or any of their respective Subsidiariesits Affiliates, or (bii) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien upon any of Parent’s, Merger Sub’s Buyer's or any of their respective Subsidiaries’ its Affiliates' assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Parent, Merger Sub Buyer or any of their respective Subsidiaries its Affiliates is a party or by which Parent, Merger Sub Buyer or any of their respective Subsidiaries its Affiliates is bound, or (iii) violate or conflict with any other material restriction of any kind or character to which Buyer or any of its Affiliates is subject, that, in the case of clauses (ii) and (iii), would, individually or in the aggregate, have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger SubBuyer, and, assuming the due execution hereof by the Companyeach Shareholder, this Agreement constitutes the legal, valid and binding obligation of Parent and Merger SubBuyer, enforceable against Parent and Merger Sub Buyer in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). (b) Except as specified in Schedule 5.1, no permit, order, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or 29 35 private) is required in connection with the execution, delivery and performance by the Buyer of this Agreement or the consummation by the Buyer of the transactions contemplated hereby.

Incorporation; Authorization; Etc. Each of Parent Xxxx and Merger Sub MergeCo ---------------------------------- is a corporation duly organized, organized and validly existing and limited liability company in good standing under the laws of the State of Delaware. Each of Parent Xxxx and Merger Sub MergeCo has full all requisite power (corporate power and other) to execute and deliver this AgreementAgreement and all other agreements contemplated hereby to which Bain and/or MergeCo is a party, to perform its respective Xxxx'x and/or MergeCo's obligations hereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, all other agreements contemplated hereby to which Bain and/or MergeCo is a party, the performance of Parent’s and Merger Sub’s Xxxx'x and/or MergeCo's obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the Managers of Bain and/or MergeCo and by the sole Member of MergeCo and no other corporate proceedings or other proceedings actions on the part of Parent and Merger SubBain and/or MergeCo, their respective Boards of Directors and their respective stockholders Managers or membersMembers are necessary therefor. The execution, delivery and performance of this Agreement Agreement, all other agreements contemplated hereby to which Bain and/or MergeCo is a party and the consummation of the transactions contemplated hereby and thereby will not (ai) violate any provision of the charter Certificate of Formation or by-laws Operating Agreement or similar organizational instrument documents of Parent, Merger Sub Bain and/or MergeCo or any of their respective SubsidiariesAffiliates, (ii) violate, conflict with, result in a breach of or (b) violate default under any provision of, or be an event that is (or with the passage of time will result in) a violation of, a conflict with, or a breach of or default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien upon or the creation of a security interest in any of Parent’s, Merger Sub’s Xxxx'x and/or MergeCo's or any of their respective Subsidiaries’ Affiliates' assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment Contract or decree Order to which Parent, Merger Sub Bain and/or MergeCo or any of their respective Subsidiaries Affiliates is a party or by which Parent, Merger Sub Bain and/or MergeCo or any of their respective Subsidiaries Affiliates is bound, or (iii) violate or conflict with any other material restriction or License of any kind or character to which Bain and/or MergeCo or any of their respective Affiliates is subject, that, in the case of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Bain and/or MergeCo or Bain and/or MergeCo and their subsidiaries, taken as a whole, or, after giving effect to the Merger, the Company. This Agreement has been duly executed and delivered by Parent Bain and Merger SubMergeCo, and, assuming the due execution hereof by Raytheon and the Company, this Agreement constitutes the legal, valid and binding obligation of Parent Bain and Merger Subof MergeCo, enforceable against Parent each of Bain and Merger Sub MergeCo in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity).

Incorporation; Authorization; Etc. (a) Parent has been duly incorporated and is validly existing as a company limited by shares in good standing under the laws of the British Virgin Islands. Each of Parent TH USA and Merger Sub THEH has been duly incorporated and is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits incorporation. Each of Parent and Merger Sub has full corporate power and authority to own its property and to conduct its business as it is now being conducted and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which the conduct of its business or ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on Parent and its subsidiaries, taken as a whole. Parent and each subsidiary of Parent which is a party to this Agreement or any of the Ancillary Agreements has full corporate power and authority to execute and deliver this AgreementAgreement and each of the Ancillary Agreements to which Parent or such subsidiary is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The Each of (i) the execution and delivery of this AgreementAgreement and each of the Ancillary Agreements to which Parent or any of its subsidiaries is a party, and the performance by Parent or such subsidiaries of Parent’s and Merger Sub’s their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby by Parent or such subsidiaries and (ii) an amendment to the memorandum of association of Parent to increase the number of authorized Parent Shares to 75,000,000 (the "Memorandum Amendment") have been duly and validly authorized by all necessary the Board of Directors of Parent and each such subsidiary, as applicable, and no other corporate or other proceedings on the part of Parent and Merger Sub, or its subsidiaries or their respective Boards of Directors or stockholders are necessary therefor, other than the approval of this Agreement by a majority of the votes cast at the Parent Stockholders Meeting. The Board of Directors of Parent has directed that this Agreement be submitted to Parent's stockholders for approval at the Parent Stockholders Meeting and their respective has recommended that Parent's stockholders or members. approve this Agreement. (b) The execution, delivery and performance by Parent and its subsidiaries of this Agreement and the consummation each of the transactions contemplated hereby Ancillary Agreements to which Parent or any such subsidiary is a party will not (ai) (assuming the stockholder approval set forth in Section 4.1(a) is obtained and the Memorandum Amendment has become effective) violate or conflict with any provision of the charter memorandum of association or by-laws articles of association (or similar organizational instrument instruments) of ParentParent or such subsidiaries, Merger Sub (ii) except as set forth on Schedule 4.1(b), conflict with, violate or any of their respective Subsidiaries, or (b) violate constitute a default under any provision of, or be an event that is (or with the giving of notice or passage of time or both will result in) a violation ofof or default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien lien upon or the creation of a security interest in any of Parent’s, Merger Sub’s the Purchase Price Shares or any of their respective Subsidiaries’ the assets or properties of Parent or its subsidiaries pursuant to, or require a consent or create a penalty or increase Parent's or any Lienof its subsidiary's payment or performance obligations under, any material mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree decree, or any material contract, agreement, license or permit, to which Parent, Merger Sub Parent or any of their respective Subsidiaries its subsidiaries is a party or by which Parent, Merger Sub any of them or any of their respective Subsidiaries property is bound, or (iii) assuming that all consents, approvals, authorizations and other actions described in Section 4.3 have been obtained and all filings and obligations set forth in Section 4.3 have been made, violate or conflict with in any material respect, or result in the imposition of any material lien (other than liens arising from any actions taken or arrangements made by any Seller Affiliate) upon any of the Purchase Price Shares, or any of the assets or properties of Parent or any of its subsidiaries pursuant to, any provision of law, regulation, rule, writ, injunction, decree, statute, order, judgment or ruling of any Governmental Authority or any other material restriction of any kind or character to which Parent or any of its subsidiaries is or may be subject or by which any of them or any of their property is or may be bound. This Agreement has been and the Lock-Up Agreement have been, and, as of the Closing, the Registration Rights Agreement and the Amended European License Agreement will be, duly executed and delivered by Parent and Merger Sub, each of its subsidiaries parties to such agreements and, assuming the due execution hereof and thereof by Seller and the Companysubsidiaries of Seller parties to such agreements, this Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity).18

Incorporation; Authorization; Etc. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits organization. Each of Parent and Merger Sub has full all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as it is now being conducted. Neither Parent nor Merger Sub is in default under or in violation of any provision of its organizational documents. (b) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements to which each is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the performance of each of Parent’s and Merger Sub’s obligations hereunder and thereunder (other than with respect to the Merger and the filing and recordation of the appropriate merger documents as required by the DGCL), and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or other proceedings on the part respective Boards of Directors of Parent and Merger Sub, their and no other corporate proceedings or actions on the part of Parent or Merger Sub, the respective Boards of Directors of Parent and Merger Sub or the shareholders of Parent or Merger Sub are necessary therefor. This Agreement and each Ancillary Agreement to which Parent or Merger Sub is a party have been duly executed and delivered by each of Parent and Merger Sub and constitute the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their respective stockholders or members. terms. (c) The execution, delivery and performance of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate any provision of the charter or by-laws or similar organizational instrument of Parentnot, Merger Sub or any of their respective Subsidiaries, or (b) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation underconflict with, or result in the imposition of an Encumbrance upon, or result in any Lien upon breach or violation of or default under (with or without notice or lapse of time, or both), or give rise to any right of Parent’stermination, cancellation, modification or acceleration, or any obligation or loss of ay benefit under or in respect of (i) any provision of the certificate of incorporation or bylaws of Parent or Merger Sub’s , (ii) any Contract to which Parent or Merger Sub is a party or to which any of their respective Subsidiaries’ properties or assets are bound or properties pursuant to, (iii) any Lien, lease, agreement, instrument, order, arbitration award, judgment Law or decree Order to which Parent, Parent or Merger Sub is subject. (d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or any of their respective Subsidiaries is a party waivers are required to be made, filed, given or obtained by which Parent, Parent or Merger Sub with, to or from any Person, including any Governmental Authority, in connection with the execution and delivery of their respective Subsidiaries this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, except for (i) those set forth in Schedule 5.1(d), (ii) filings under the HSR Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL and other appropriate documents with the relevant Governmental Authorities of other states in which the Company is bound. This Agreement has been duly executed and delivered by authorized to do business (clauses (i) through (iii) above, collectively, the “Parent and Approvals”). (e) The Board of Directors of Merger Sub, andat a meeting duly called and held, assuming adopted resolutions that are in full force and effect as of the due execution hereof by date of this Agreement, (i) approving and declaring advisable the CompanyMerger, this Agreement constitutes (which shall be deemed an “agreement of merger” for purposes of Subchapter IX of the legalDGCL), valid and binding obligation the Ancillary Agreements (ii) declaring that the Merger, this Agreement and the Ancillary Agreements are in the best interests of Parent and Merger Sub’s stockholders, enforceable against and (iii) recommending that Merger Sub’s stockholders approve and adopt this Agreement and the Ancillary Agreements. Parent has adopted this Agreement and the Merger Sub in accordance with its terms, subject to as the effect parent and sole stockholder of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity)Merger Sub.

Incorporation; Authorization; Etc. Each of Parent and Merger Sub Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent , and Merger Sub Grantor has full corporate power to execute and deliver this Option Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Option Agreement and the Purchase Agreement, the performance of Parent’s and Merger Sub’s Grantor's obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby by Grantor have been duly and validly authorized by all necessary the board of directors of Grantor and no other corporate proceedings or other proceedings actions on the part of Parent and Merger SubGrantor, their respective Boards its board of Directors and their respective directors or stockholders or membersare necessary therefor. The execution, delivery and performance of this Option Agreement and the consummation of the transactions contemplated hereby Purchase Agreement by Grantor will not (a) conflict with or violate any provision law, order, award, judgment, injunction or decree applicable to Grantor, the Assets or the Station or by which any of the charter Assets or by-laws the Station is subject or similar organizational instrument of Parentaffected, Merger Sub or any of their respective Subsidiaries, or (b) violate conflict with or result in any provision of, breach of or be constitute a default (or an event that is (which with notice or with the passage lapse of time will result inor both would become a default) of any Contract to which Grantor is a violation ofparty or by which Grantor is bound or to which any of the Assets or the Station is subject or affected, or result in the acceleration of any indebtedness or entitle in the creation of any party to accelerate (whether after Encumbrance upon the giving of notice or lapse of time or both) any obligation underAssets, or result in (c) conflict with or violate the imposition articles of any Lien upon any of Parent’sincorporation, Merger Sub’s bylaws or any related organizational documents of their respective Subsidiaries’ assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Parent, Merger Sub or any of their respective Subsidiaries is a party or by which Parent, Merger Sub or any of their respective Subsidiaries is boundGrantor. This Option Agreement has been duly executed and delivered by Parent and Merger SubGrantor, and, assuming the due execution hereof by the CompanyACC, this Option Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity)Grantor.

Incorporation; Authorization; Etc. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits organization, except where the failure to be duly organized, validly existing or in good standing, would not, individually or in the aggregate, be expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Business Condition of Parent and its Subsidiaries, taken as a whole, or prevent or impede or delay the consummation of the Merger or the other transactions contemplated this Agreement. Each of Parent and Merger Sub has full all requisite power and authority to own, lease, and operate its properties and assets and to carry on its business as it is now being conducted. The copies of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of Parent and Merger Sub that have been previously delivered or made available to the Company are true and correct. (b) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of each of Parent’s 's and Merger Sub’s 's obligations hereunder hereunder, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other proceedings on the part respective Boards of Directors of Parent and Merger Sub, their and no other corporate proceedings or actions on the part of Parent or Merger Sub, the respective Boards of Directors of Parent and their respective stockholders Merger Sub or membersthe shareholders of Parent or Merger Sub are necessary therefor. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (ai) violate any provision of the charter certificate of incorporation or by-laws bylaws, or similar organizational instrument documents, of ParentParent or Merger Sub, Merger Sub or any of their respective Subsidiaries, or (bii) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to accelerate terminate, accelerate, modify or cancel (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or lapse of time, or both, would result in) the imposition of any Lien lien upon or the creation of a security interest in any of Parent’s, 's or Merger Sub’s or any of their respective Subsidiaries’ 's assets or properties or require notice to any Person pursuant to, any Lienmortgage, lien, lease, agreement, contract, license, instrument, order, arbitration award, judgment judgment, decree or decree other arrangement to which Parent, Merger Sub or any of their respective Subsidiaries Parent is a party or by which Parent, Merger Sub it or any of their respective Subsidiaries its assets are bound, or (iii) violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling of any Governmental Authority to which Parent or Merger Sub is bound. This Agreement has been duly executed and delivered by subject, except for those that, in the case of clause (ii), would not reasonably be expected to impair in any material respect the ability of Parent and or Merger Sub, and, assuming the due execution hereof by the Company, Sub to perform its obligations under this Agreement constitutes or have a material adverse effect on the legal, valid and binding obligation Business Condition of Parent and its Subsidiaries, taken as a whole, or prevent or impede or delay the consummation of the Merger Subor the other transactions contemplated this Agreement. (d) No registrations, enforceable against filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Parent with, to or from any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on the Parent Disclosure Schedule, (ii) filings under the HSR Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL and other appropriate documents with the relevant Governmental Authorities of other states in which the Company is authorized to do business, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, be reasonably expected to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or have a material adverse effect on the Business Condition of Parent and Merger Sub in accordance with its termsSubsidiaries, subject to taken as a whole, or prevent or impede or delay the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect consummation of the application of general principles of equity Merger or the other transactions contemplated hereby (regardless of whether considered in proceedings at law or in equityclauses (i) through (iv) above, collectively, the "Parent Required Governmental Approvals").

Incorporation; Authorization; Etc. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly organized, valid existing and in good standing under the laws of the State of Ohio. Each of Parent and Merger Sub has full corporate power to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Parent’s and Merger Sub’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other proceedings on the part of Parent and Merger Sub, their respective Boards of Directors and their respective stockholders or membersmembers and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or for Parent or Merger Sub to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (ai) violate any provision of the charter or by-laws or similar organizational instrument of Parent, Merger Sub or any of their respective Subsidiaries, or (bii) violate in any material respect any provision of, or be an event that is (or with the passage of time will result in) a violation in any material respect of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien upon any of Parent’s, Merger Sub’s or any of their respective Subsidiaries’ assets or properties pursuant to, any LienLien or any material contract, lease, agreement, instrument, order, arbitration award, judgment or decree to which Parent, Merger Sub or any of their respective Subsidiaries Affiliates is a party or by which Parent, Merger Sub or any of their respective Subsidiaries Affiliates is bound, (iii) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 5.2(c) are duly and timely obtained or made and the approval of the Merger by the stockholders of the Company in accordance with the ORC and the Company’s articles of incorporation and code of regulations has been obtained, violate in any material respect any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Merger Sub or to any of their respective assets (provided Parent and Merger Sub make no representation with respect to any obligation under the HSR Act). This Agreement has been duly executed and delivered by Parent and Merger Sub, and, assuming the due execution hereof by the Company, this Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity).

Incorporation; Authorization; Etc. (a) Each of Parent and Merger Sub is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State jurisdiction of Delawareits incorporation. Each of Parent and Merger Sub has full all requisite power and authority to own, lease, and operate its properties and assets and to carry on its business as it is now being conducted. (b) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements to which each is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the performance of each of Parent’s and Merger Sub’s obligations hereunder and thereunder (other than with respect to the Merger and the filing and recordation of the appropriate merger documents as required by the DGCL), and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the sole manager of Parent and the Board of Directors of Merger Sub, and no other limited liability company or corporate proceedings or other proceedings actions on the part of Parent or Merger Sub, the sole manager of Parent, the Board of Directors of Merger Sub or the equityholders of Parent or Merger Sub are necessary therefor. This Agreement and each Ancillary Agreement to which Parent or Merger Sub is a party have been duly executed and delivered by each of Parent and Merger Sub and constitute the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their respective Boards terms, except, as to enforceability (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of Directors general application affecting enforcement of creditors’ rights generally and their respective stockholders (B) that the availability of the remedy of specific performance or members. injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) The execution, delivery and performance of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate any provision of the charter or by-laws or similar organizational instrument of Parentnot, Merger Sub or any of their respective Subsidiaries, or (b) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation underconflict with, or result in the imposition of an Encumbrance (other than a Permitted Encumbrance) upon, give rise to any Lien upon obligation to provide notice or obtain consent under, result in any breach or violation of Parent’sor default under (with or without notice or lapse of time, or both), or give rise to any right of termination, cancellation, modification or acceleration, or any obligation or loss of any benefit under or in respect of (i) any provision of the organizational documents of Parent or Merger Sub’s , (ii) any material Contract to which Parent or Merger Sub is a party or to which any of their respective Subsidiaries’ properties or assets are bound or properties pursuant to, (iii) any Lien, lease, agreement, instrument, order, arbitration award, judgment Law or decree Order to which Parent, Parent or Merger Sub is subject, with the exception of the Parent Approvals. (d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Parent or Merger Sub with, to or from any Governmental Authority in connection with the execution and delivery by Parent or Merger Sub of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, except for (i) the filing and recordation of the Certificate of Merger and other appropriate documents with the relevant Governmental Authorities of other states in which Parent or Merger Sub is authorized to do business; (ii) such filings or consents as may be required under (A) the HSR Act and (B) from the Education Regulatory Authorities and (iii) filings or other disclosures required to be made pursuant to the Exchange Act or in connection with the rules of a stock exchange on which Parent or any of their respective Subsidiaries is a party or by which Parentits Affiliates lists securities (collectively, Merger Sub or any the “Parent Approvals”). (e) The Board of their respective Subsidiaries is bound. This Agreement has been duly executed and delivered by Parent and Directors of Merger Sub, andat a meeting duly called and held, assuming or pursuant to action by unanimous written consent, adopted resolutions that are in full force and effect as of the due execution hereof by date of this Agreement, (i) approving and declaring advisable the CompanyMerger, this Agreement constitutes (which shall be deemed an “agreement of merger” for purposes of Subchapter IX of the legalDGCL), valid and binding obligation the Ancillary Agreements (ii) declaring that the Merger, this Agreement and the Ancillary Agreements are in the best interests of Parent and Merger Sub’s stockholders, enforceable against and (iii) recommending that Merger Sub’s stockholders approve and adopt this Agreement and the Ancillary Agreements. Parent has adopted this Agreement and the Merger Sub in accordance with its terms, subject to as the effect parent and sole stockholder of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity)Merger Sub.

Incorporation; Authorization; Etc. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Illinois. Each of Parent and Merger Sub has full corporate power to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Parent’s and Merger Sub’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other proceedings on the part of Parent and Merger Sub, their respective Boards Board of Directors and Board of Managers, and their respective stockholders or members. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (a) violate any provision of the charter or by-laws or similar organizational instrument of Parent, Merger Sub or any of their respective Subsidiaries, or (b) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien upon any of Parent’s, Merger Sub’s or any of their respective Subsidiaries’ assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Parent, Merger Sub or any of their respective Subsidiaries is a party or by which Parent, Merger Sub or any of their respective Subsidiaries is bound. This Agreement has been duly executed and delivered by Parent and Merger Sub, and, assuming the due execution hereof by the Company, this Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity).

Incorporation; Authorization; Etc. Each of Parent and Merger Sub (a) Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Georgia. Acquisition is a corporation duly incorporated, validly existing and in good standing under the State laws of Delaware. Each of Parent Florida. (b) Buyer and Merger Sub Acquisition each has full corporate power and authority to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. . (c) The execution and delivery of this AgreementAgreement by Buyer and Acquisition, the performance of Parent’s Buyer's and Merger Sub’s Acquisition's respective obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other proceedings on the part of Parent Buyer and Merger SubAcquisition. (d) This Agreement has been duly executed and delivered by Buyer, their respective Boards and, assuming the due execution and delivery hereof by Controlling Shareholders and the Company, this Agreement constitutes the legal valid and binding obligation of Directors Buyer and their respective stockholders or membersAcquisition, enforceable against Buyer and Acquisition in accordance with its terms. -26- (e) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not not: (ai) violate any provision of the charter Articles of Incorporation or by-laws Bylaws of Buyer or similar organizational instrument of Parent, Merger Sub or any of their respective Subsidiaries, or Acquisition; (bii) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of of, or entitle any party to accelerate (( whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien lien upon or the creation of a security interest in any of Parent’s, Merger Sub’s Buyer's or any of their respective Subsidiaries’ Acquisition's assets or properties pursuant to, any Lienmortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Parent, Merger Sub Buyer or any of their respective Subsidiaries Acquisition is a party or by which Parent, Merger Sub Buyer or any of their respective Subsidiaries Acquisition is bound. This Agreement has been duly executed and delivered by Parent and Merger Sub, and, assuming the due execution hereof by the Company, this Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of bankruptcywhich would prevent the consummation of the transactions contemplated hereby; or (iii) violate or conflict with any law, insolvencyordinance, reorganizationrule or regulation or any other material restriction of any kind or character to which Buyer or Acquisition is subject, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of which would prevent the application consummation of general principles of equity (regardless of whether considered in proceedings at law or in equity)the transactions contemplated hereby. Section 4.2.

Incorporation; Authorization; Etc. Each of Parent and Merger Sub Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent Maryland, and Merger Sub Grantor has full corporate power to execute and deliver this Option Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Option Agreement and the Purchase Agreement, the performance of Parent’s and Merger SubGrantor’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby by Grantor have been duly and validly authorized by all necessary the board of directors of Grantor and no other corporate proceedings or other proceedings actions on the part of Parent and Merger SubGrantor, their respective Boards its board of Directors and their respective directors or stockholders or membersare necessary therefor. The execution, delivery and performance of this Option Agreement and the consummation of the transactions contemplated hereby Purchase Agreement by Grantor will not (a) conflict with or violate any provision law, order, award, judgment, injunction or decree applicable to Grantor, the Assets or the Stations or by which any of the charter Assets or by-laws the Stations are subject or similar organizational instrument of Parentaffected, Merger Sub or any of their respective Subsidiaries, or (b) violate conflict with or result in any provision of, breach of or be constitute a default (or an event that is (which with notice or with the passage lapse of time will result inor both would become a default) of any Contract to which Grantor is a violation ofparty or by which Grantor is bound or to which any of the Assets or the Stations are subject or affected, or result in the acceleration of any indebtedness or entitle in the creation of any party to accelerate (whether after Encumbrance upon the giving of notice or lapse of time or both) any obligation underAssets, or result in (c) conflict with or violate the imposition articles of any Lien upon any of Parent’sincorporation, Merger Sub’s bylaws or any related organizational documents of their respective Subsidiaries’ assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Parent, Merger Sub or any of their respective Subsidiaries is a party or by which Parent, Merger Sub or any of their respective Subsidiaries is boundGrantor. This Option Agreement has been duly executed and delivered by Parent and Merger SubGrantor, and, assuming the due execution hereof by the CompanyFTS, this Option Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity)Grantor.