Common use of Organization and Business; Power and Authority Clause in Contracts

Organization and Business; Power and Authority. Effect of --------------------------------------------------------- Transaction. ----------- (a) The Company: (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as set forth in Section 3.1(a) of the Disclosure Schedule, (ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and (iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure so to qualify or to maintain such authorizations would not have an Adverse Effect. (b) The Company has all requisite power and authority (corporate and other) and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto and to consummate the Merger and the Transactions. The execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed pursuant hereto or thereto have been duly authorized by all requisite corporate or other action (other than that of the Stockholders). This Agreement has been duly executed and delivered by the Company and constitutes, and each Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions, when executed and delivered by the Company or an Affiliate of the Company will constitute, legal, valid and binding obligations of the Company or such Affiliate, enforceable in accordance with their respective terms, except as such enforceability may be subject to bankruptcy, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors and except as the same may be subject to the effect of general principles of equity. The affirmative vote or action by written consent of 51% of the votes the holders of the outstanding shares of the Company are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organizational Documents. (c) Except as set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery of this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, nor the consummation of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by the Company or any of the other parties hereto or thereto which is Affiliated with the Company: (i) will conflict with, or result in a breach or violation of, or constitute a default under, any Applicable Law on the part of the Company or any Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of the Company or any Subsidiary, (ii) will result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(c) of the Disclosure Schedule) upon any property now owned or leased by the Company or any such other party, or (iii) will require any Governmental Authorization or Governmental Filing or Private Authorization, except for filing requirements under Applicable Law in connection with the Merger and the Transactions and as the Securities Act and applicable state securities laws may apply to compliance by the Company with the provisions of this Agreement relating to the Public Offering and registration rights provided for hereunder and except pursuant to the HSR Act. (if applicable). (d) The Company does not have any Subsidiaries other than those listed on Section 3.1(d) of the Disclosure Schedule. Each Subsidiary so listed is wholly-owned, is a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, with full power and authority (corporate and other) to carry on the business in which it is engaged. Each Subsidiary has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business. The Company owns all of the outstanding capital stock (as shown on Section 3.1(d) of the Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any Subsidiary.

Organization and Business; Power and Authority. Effect of --------------------------------------------------------- Transaction. ----------- (a) The Company: Company (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as set forth in Section 3.1(a) of the Disclosure Schedule, organization, and (ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and (iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure so to qualify or to maintain such authorizations would not have an Adverse Effect. (b) The Company has all requisite adequate power and authority (corporate and other) and has in full force all necessary franchises, permits, licenses and effect all Governmental Authorizations other rights and Private Authorizations in order privileges to enable allow it to execute and deliver, and to perform its obligations under, this Agreement Agreement, the Notes, the Additional Compensation Certificates and each Collateral Document executed or required other Related Agreement to be executed by which it pursuant hereto or thereto is a party, and to consummate issue and sell the Merger Note and the TransactionsAdditional Compensation Certificates. The execution, delivery and performance of this Agreement Agreement, the Notes, the Additional Compensation Certificates and each Collateral Document executed or required of the other Related Agreements to be executed pursuant hereto or thereto which the Company is a party have been duly authorized by all requisite corporate or other action (other than that action, including that, if required, of the Stockholders)Company's stockholders. This Agreement has been duly executed and delivered by the Company and constitutes, and the Notes, the Additional Compensation Certificates and each Collateral Document executed or required other Related Agreement to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions, which it is a party when executed and delivered by the Company or an Affiliate of the Company will constitute, legal, valid and binding obligations of the Company or such AffiliateCompany, enforceable in accordance with their respective terms, except as such (i) the enforceability thereof may be subject to limited by bankruptcy, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other insolvency or similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) the availability of creditors and except as the same equitable remedies may be subject limited by equitable principles of general applicability. The holders from time to time of the Notes and the Additional Compensation Certificates will be entitled to the effect of general principles of equity. The affirmative vote or action by written consent of 51% of rights and benefits set forth in the votes Notes, the holders of the outstanding shares of the Company are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve Additional Stock Certificates and this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organizational Documents. (c) The Company does not own any voting shares or other equitable interest in any Person, however organized and however such interest may be denominated or evidenced, which owns or has any interest in the assets and property or business of any of the Diablo Assets or the Diablo Business, except as set forth in the Disclosure Schedule. (d) The Company has adequate power and authority (corporate and other) under the laws of its jurisdiction of organization and all necessary franchises, permits, licenses and other rights and privileges to allow it to execute and deliver, and to perform its obligations, under, the Letter of Intent and the execution, delivery and performance of the Letter of Intent has been duly authorized by all requisite corporate action on the part of the Company. (e) Except as set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery of this Agreement Agreement, the Notes, the Additional Compensation Certificates or any Collateral Document executed of the other Related Agreements to which it is a party, nor the offer, issue, sale or required to be executed pursuant hereto delivery of any or theretoall of the Notes, nor the consummation of the Transactionstransactions herein or therein contemplated, nor compliance with the terms, conditions and provisions hereof or thereof by the Company or any of the other parties hereto or thereto which is Affiliated with the Company: (i) will conflict with, or result in a breach or violation of, of or constitute a default underin the performance, observance or fulfillment of any Applicable Law on the part of the Company obligation, covenant or any Subsidiary or will conflict withcondition contained in, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability inconstitute, or but for any requirement of giving of notice or passage of time or both would constitute such constitute, a conflict with, breach default or violation of, or an event of default by the Company under, or permit any such acceleration inApplicable Law or, to the Company's knowledge, any Private Authorization, Governmental Authorization or Material Contractual Obligation of the Company or any Subsidiary,Obligation; (ii) will will, to the Company's knowledge, result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(c) upon any of the Disclosure Schedule) upon any property now owned or leased by properties of the Company or any such other party, Company; or (iii) will will, to the Company's knowledge, require any Governmental Authorization approval or Governmental Filing action of, or Private Authorizationfiling with, any Authority, except for filing requirements under Applicable Law as set forth in connection with the Merger and the Transactions and as the Securities Act and applicable state securities laws may apply to compliance by the Company with the provisions of this Agreement relating to the Public Offering and registration rights provided for hereunder and except pursuant to the HSR Act. (if applicable). (d) The Company does not have any Subsidiaries other than those listed on Section 3.1(d) of the Disclosure Schedule. Each Subsidiary so listed is wholly-owned, is a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, with full power and authority (corporate and other) to carry on the business in which it is engaged. Each Subsidiary has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business. The Company owns all of the outstanding capital stock (as shown on Section 3.1(d) of the Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any Subsidiary.

Organization and Business; Power and Authority. Effect of --------------------------------------------------------- Transaction. ----------- (a) The Company: (i) Each EZ Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as set forth in Section 3.1(a) of the Disclosure Schedule, (ii) organization, has all requisite corporate power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and (iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure so to qualify or to maintain such authorizations would not have an Adverse Effect. (b) The Company Each EZ Party has all requisite corporate power and authority (corporate and other) and has in full force and effect all Governmental Authorizations and Private Authorizations in order necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto and or to consummate the Merger Transactions; and the Transactions. The execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action (other than that on the part of the Stockholders)each EZ Party. This Agreement has been duly executed and delivered by the Company each EZ Party and constitutes, and each Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactionswhich any EZ Party becomes a party will, when executed and delivered by the Company or an Affiliate of the Company will such EZ Party, constitute, legal, the legally valid and binding obligations obligation of the Company or such AffiliateEZ Party, enforceable against such EZ Party in accordance with their respective terms, except as such enforceability may be subject to limited by bankruptcy, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance insolvency and other similar laws relating to or affecting the rights and remedies of creditors and except as the same may be subject to the effect obligations of debtors generally and by general principles of equity. The affirmative vote or action by written consent of 51% of the votes the holders of the outstanding shares of the Company are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organizational Documents. (c) Except as set forth in Section 3.1(c4.1(c) of the EZ Disclosure Schedule, neither the execution and delivery by any EZ Party of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation by each EZ Party of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by the Company or any of the other parties hereto or thereto which is Affiliated with the Companyeach EZ Party: (i) will conflict with, or result in a breach or violation of, or constitute a default under, any Organic Document of any EZ Party or any Applicable Law on the part of the Company or any Subsidiary EZ Party, or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation Material Contract of the Company or any Subsidiary,EZ Party; or (ii) will result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(c) of the Disclosure Schedule) upon any property now owned or leased by the Company or any such other party, or (iii) will require any EZ Party to make or obtain any Governmental Authorization or Authorization, Governmental Filing or Private Authorization, except for filing requirements under Applicable Law in connection with the Merger and the Transactions and as the Securities Act and applicable state securities laws may apply to compliance by the Company with the provisions of this Agreement relating to the Public Offering and registration rights provided for hereunder and except pursuant to the HSR Act. (if applicable). (d) The Company does not have any Subsidiaries other than those listed on Section 3.1(d) of the Disclosure Schedule. Each Subsidiary so listed is wholly-ownedFCC Consents, is a corporation which is duly organized, validly existing and in good standing filings under the laws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, with full power and authority (corporate and other) to carry on the business in which it is engaged. Each Subsidiary has in full force and effect all Governmental Authorizations Xxxx-Xxxxx-Xxxxxx Act and Private Authorizations and has made all Governmental Filingsthe failure of which to be obtained or maintained would not, to individually or in the extent required for such ownership and lease of its property and conduct of its business. The Company owns all of the outstanding capital stock (as shown aggregate, have a Material Adverse Effect on Section 3.1(d) of the Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any SubsidiaryEZ.

Organization and Business; Power and Authority. Effect of --------------------------------------------------------- Transaction. ----------- (a) The Company: (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as set forth in Section 3.1(a) of the Disclosure Schedule, (ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties (including the Assets) and to conduct its business as now conducted and as presently proposed to be conducted, and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and (iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure so to qualify or to maintain such authorizations would not have an Adverse Effect. (b) The Company has all requisite power and authority (corporate and other) and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto and to consummate the Merger Asset Purchase and the Transactions. The execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed pursuant hereto or thereto have been duly authorized by all requisite corporate or other action (other than that of the Stockholders)action. This Agreement has been duly executed and delivered by the Company and constitutes, and each Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger Asset Purchase and the Transactions, when executed and delivered by the Company or an Affiliate of the Company will constitute, legal, valid and binding obligations of the Company or such Affiliate, enforceable in accordance with their respective terms, except as such enforceability may be subject to bankruptcy, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors and except as the same may be subject to the effect of general principles of equity. The affirmative vote or action by written consent of 51% fifty (50%) of the votes the holders of the outstanding shares of the Company are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger Asset Purchase and the Transactions under Applicable Law and the Company's Organizational Documents. (c) Except as set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery of this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, nor the consummation of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by the Company or any of the other parties hereto or thereto which is Affiliated with the Company: (i) will conflict with, or result in a breach or violation of, or constitute a default under, any Applicable Law on the part of the Company or any Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of the Company or any Subsidiary, (ii) will result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(c) of the Disclosure Schedule) upon any property now owned or leased by the Company or any such other party, or (iii) will require any Governmental Authorization or Governmental Filing or Private Authorization, except for filing requirements under Applicable Law in connection with the Merger Asset Purchase and the Transactions and as the Securities Act and applicable state securities laws may apply to compliance by the Company with the provisions of this Agreement relating to the Public Offering and registration rights provided for hereunder and except pursuant to the HSR Act. Act (if applicable). (d) The Company does not have any Subsidiaries other than those listed on Section 3.1(d) of the Disclosure Schedule. Each Subsidiary so listed is wholly-owned, is a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, with full power and authority (corporate and other) to carry on the business in which it is engaged. Each Subsidiary has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business. The Company owns all of the outstanding capital stock (as shown on Section 3.1(d) of the Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any Subsidiary.

Organization and Business; Power and Authority. Effect of --------------------------------------------------------- Transaction. ----------- (a) The Company: (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as set forth in Section 3.1(a) of the Disclosure Schedule, (ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and (iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure so to qualify or to maintain such authorizations would not have an Adverse Effect. (b) The Company has all requisite power and authority (corporate and other) and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto and to consummate the Merger and the Transactions. The execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed pursuant hereto or thereto have been duly authorized by all requisite corporate or other action (other than that of the Stockholders). This Agreement has been duly executed and delivered by the Company and constitutes, and each Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions, when executed and delivered by the Company or an Affiliate of the Company will constitute, legal, valid and binding obligations of the Company or such Affiliate, enforceable in accordance with their respective terms, except as such enforceability may be subject to bankruptcy, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors and except as the same may be subject to the effect of general principles of equity. The affirmative vote or action by written consent of 51100% of the votes the holders of the outstanding shares of the Company are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organizational Documents. (c) Except as set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery of this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, nor the consummation of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by the Company or any of the other parties hereto or thereto which is Affiliated with the Company: (i) will conflict with, or result in a breach or violation of, or constitute a default under, any Applicable Law on the part of the Company or any Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of the Company or any Subsidiary, (ii) will result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(c) of the Disclosure Schedule) upon any property now owned or leased by the Company or any such other party, or (iii) will require any Governmental Authorization or Governmental Filing or Private Authorization, except for filing requirements under Applicable Law in connection with the Merger and the Transactions and as the Securities Act and applicable state securities laws may apply to compliance by the Company with the provisions of this Agreement relating to the Public Offering and registration rights provided for hereunder and except pursuant to the HSR Act. (if applicable). (d) The Company does not have any Subsidiaries other than those listed on Section 3.1(d) of the Disclosure Schedule. Each Subsidiary so listed is wholly-owned, is a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, with full power and authority (corporate and other) to carry on the business in which it is engaged. Each Subsidiary has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business. The Company owns all of the outstanding capital stock (as shown on Section 3.1(d) of the Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any Subsidiary.

Organization and Business; Power and Authority. Effect of --------------------------------------------------------- Transaction. ----------- (a) The Company: (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as set forth in Section 3.1(a) of the Disclosure Schedule, (ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and (iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure so to qualify or to maintain such authorizations would not have an Adverse Effect. (b) The Company has all requisite power and authority (corporate and other) and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto and to consummate the Merger and the Transactions. The execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed pursuant hereto or thereto have been duly authorized by all requisite corporate or other action (other than that of the Stockholders). This Agreement has been duly executed and delivered by the Company and constitutes, and each Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions, when executed and delivered by the Company or an Affiliate of the Company will constitute, legal, valid and binding obligations of the Company or such Affiliate, enforceable in accordance with their respective terms, except as such enforceability may be subject to bankruptcy, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors and except as the same may be subject to the effect of general principles of equity. The affirmative vote or action by written consent of 5166 2/3% of the votes the holders of the outstanding shares of the Company are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organizational Documents. (c) Except as set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery of this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, nor the consummation of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by the Company or any of the other parties hereto or thereto which is Affiliated with the Company: (i) will conflict with, or result in a breach or violation of, or constitute a default under, any Applicable Law on the part of the Company or any Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of the Company or any Subsidiary, (ii) will result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(c) of the Disclosure Schedule) upon any property now owned or leased by the Company or any such other party, or (iii) will require any Governmental Authorization or Governmental Filing or Private Authorization, except for filing requirements under Applicable Law in connection with the Merger and the Transactions and as the Securities Act and applicable state securities laws may apply to compliance by the Company with the provisions of this Agreement relating to the Public Offering and registration rights provided for hereunder and except pursuant to the HSR Act. Act (if applicable). (d) The Company does not have any Subsidiaries other than those listed on Section 3.1(d) of the Disclosure Schedule. Each Subsidiary so listed is wholly-owned, is a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, with full power and authority (corporate and other) to carry on the business in which it is engaged. Each Subsidiary has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business. The Company owns all of the outstanding capital stock (as shown on Section 3.1(d) of the Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any Subsidiary.

Organization and Business; Power and Authority. Effect of --------------------------------------------------------- ---------------------------------------------------------------------- Transaction. ----------- (a) The Company: (i) ALLTEL is a corporation or other Person duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation as set forth in Section 3.1(a) of the Disclosure Schedule, (ii) or formation and has all requisite power and authority (corporate corporate, limited liability company, partnership and other, as applicable) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted. Section 6.1(a) of the ALLTEL Disclosure Schedule sets forth a true, correct and has in full force complete list of each ALLTEL Company which is made a party hereto and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease its jurisdiction of its property and conduct of its business, and (iii) has organization or incorporation. ALLTEL is duly qualified and is authorized to do business and is in good standing as a foreign corporation in each other jurisdiction (a true and correct list of which is set forth in as shown on Section 3.1(a6.1(a) of the ALLTEL Disclosure Schedule) in which the character of its the property owned or leased by it or the nature of its business or operations requires such qualification or authorizationqualification, except to the extent in such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and will not reasonably be expected to qualify or to maintain such authorizations would not have an ALLTEL Material Adverse Effect. (b) The Company ALLTEL has all requisite power and authority (corporate and other) and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliverexecute, deliver and to perform its obligations under, under this Agreement and each Collateral Transaction Document executed or required to be executed by it pursuant hereto or thereto and to consummate the Merger Transactions and the Transactions. The other transactions contemplated hereby and thereby; and the execution, delivery and performance by ALLTEL of this Agreement and each Collateral Transaction Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate or other action on the part of ALLTEL, and no corporate, limited liability company or partnership, as applicable, proceedings (other than that those taken on or before the Effective Date) on the part of ALLTEL are necessary to authorize this Agreement or the Stockholders)transactions contemplated hereby or to consummate the Transactions. This Agreement has been duly executed and delivered by the Company ALLTEL and constitutes, and each Collateral Transaction Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Merger and the Transactions, Transactions when executed and delivered by the Company or an Affiliate of the Company ALLTEL will constitute, a legal, valid and binding obligations obligation of the Company or such AffiliateALLTEL, enforceable in accordance with their respective terms, except as such enforceability may be subject to bankruptcy, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws Laws relating to or affecting the rights of creditors and except as the same may be subject to the effect of general principles of equity. The affirmative vote or action by written consent of 51% of the votes the holders of the outstanding shares of the Company are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organizational Documents. (c) Except as set forth in Section 3.1(c) of the Disclosure ScheduleThe execution, neither the execution delivery and delivery performance by ALLTEL of this Agreement or and any Collateral Transaction Document executed or required to be executed by it pursuant hereto or theretothereto do not, nor and the consummation by ALLTEL of the TransactionsTransactions and the other transactions contemplated hereby and thereby, nor and compliance by ALLTEL with the terms, conditions and provisions hereof or thereof by the Company or any of the other parties hereto or thereto which is Affiliated with the Companywill not: (i) will except as set forth in Section 6.1(c) of the ALLTEL Disclosure Schedule, (A) conflict with, or result in a breach or violation of, or constitute a default under, any Applicable Law on the part Organic Document of the Company ALLTEL or any Subsidiary Law, or will (B) to the knowledge of ALLTEL, conflict with, or result in a breach or violation of, or constitute a default under, or permit the termination, cancellation or acceleration of any obligation or liability (with or without notice, lapse of time or both) in, or but for any requirement of the giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such termination, cancellation or acceleration inof, or result in any material change in the rights or obligations of any party under, any Contractual Obligation Governmental Authorization, Private Authorization, Ground Lease or Material Agreement of ALLTEL directly relating to any Site or the Company or any Subsidiary,Transactions contemplated hereby; or (ii) will result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(c) of the Disclosure Schedule) upon any property now owned or leased by the Company or any such other party, or (iii) will require any Governmental Authorization or Governmental Filing or Private Authorization, Site except for filing requirements under Applicable Law such creations or impositions that would not, individually or in connection with the Merger and the Transactions and as the Securities Act and applicable state securities laws may apply aggregate, reasonably be expected to compliance by the Company with the provisions of this Agreement relating to the Public Offering and registration rights provided for hereunder and except pursuant to the HSR Act. (if applicable)have an ALLTEL Material Adverse Effect. (d) The Company does not have any Subsidiaries Substantially all of the licenses issued to ALLTEL Inc. and its Affiliates by the FCC as of the Effective Date for the provision of wireless communications services (other than those listed on Section 3.1(dany paging related services) of are held by the Disclosure Schedule. Each Subsidiary so listed is wholly-owned, is a corporation which is duly organized, validly existing and ALLTEL Guarantors or in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) partnerships in which the character of its property or the nature of its business or operations requires such qualification or authorization, with full power and authority (corporate and other) to carry on the business in which it is engaged. Each Subsidiary has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business. The Company owns all of the outstanding capital stock (as shown on Section 3.1(d) of the Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and non-assessable. There ALLTEL Guarantors are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any Subsidiarya general partner.

Organization and Business; Power and Authority. Effect of --------------------------------------------------------- Transaction. ----------------------- (a) The Company: (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as set forth in Section 3.1(a) of the Disclosure Schedule, (ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and (iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure so to qualify or to maintain such authorizations would not have an Adverse Effect. (b) The Company has all requisite power and authority (corporate and other) and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto and to consummate the Merger and the Transactions. The execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed pursuant hereto or thereto have been duly authorized by all requisite corporate or other action (other than that of the Stockholders). This Agreement has been duly executed and delivered by the Company and constitutes, and each Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions, when executed and delivered by the Company or an Affiliate of the Company will constitute, legal, valid and binding obligations of the Company or such Affiliate, enforceable in accordance with their respective terms, except as such enforceability may be subject to bankruptcy, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors and except as the same may be subject to the effect of general principles of equity. The affirmative vote or action by written consent of 51% of the votes the holders of the outstanding shares of the Company are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organizational Documents. (c) Except as set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery of this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, nor the consummation of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by the Company or any of the other parties hereto or thereto which is Affiliated with the Company: (i) will conflict with, or result in a breach or violation of, or constitute a default under, any Applicable Law on the part of the Company or any Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of the Company or any Subsidiary, (ii) will result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(c) of the Disclosure Schedule) upon any property now owned or leased by the Company or any such other party, or (iii) will require any Governmental Authorization or Governmental Filing or Private Authorization, except for filing requirements under Applicable Law in connection with the Merger and the Transactions and as the Securities Act and applicable state securities laws may apply to compliance by the Company with the provisions of this Agreement relating to the Public Offering Financing and registration rights provided for hereunder and except pursuant to the HSR Act. (if applicable). (d) The Company does not have any Subsidiaries other than those listed on Section 3.1(d) of the Disclosure Schedule. Each Subsidiary so listed is wholly-owned, is a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, with full power and authority (corporate and other) to carry on the business in which it is engaged. Each Subsidiary has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business. The Company owns all of the outstanding capital stock (as shown on Section 3.1(d) of the Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any Subsidiary.

Organization and Business; Power and Authority. Effect of --------------------------------------------------------- Transaction. ----------- (a) The Company:EFFECT OF TRANSACTION; ORDINARY COURSE OF BUSINESS. (i) Each of the Purchasers (A) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as set forth in Section 3.1(a) of the Disclosure Schedule, Delaware; (iiB) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted conducted; and as presently proposed to be conducted, and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and (iiiC) has been duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent where the failure to so to qualify or to maintain such authorizations would not does not, in the aggregate, have an a Material Adverse EffectEffect on the Purchasers. (bii) The Company Each of the Purchasers has all requisite power and authority (corporate and other) and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto and to consummate the Merger Other Agreement, and the Transactions. The execution, delivery and performance of this Agreement and each Collateral Document agreement, instrument or other document executed or required to be executed pursuant hereto or thereto have been duly and validly authorized by all requisite corporate or other action (other than that of the Stockholders)action. This Agreement has been been, and on the Closing Date the Other Agreements will be, duly executed and delivered by the Company Purchasers and constitutes, and each Collateral Document agreement, instrument or other document executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions, when executed and delivered by the Company or an Affiliate of the Company Purchasers will constitute, constitute legal, valid and binding obligations of the Company or such AffiliatePurchasers, enforceable in accordance with their respective terms, except as such as: (A) the enforceability thereof may be subject to limited by bankruptcy, reorganization, insolvency, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and or other similar laws relating to or of general applicability affecting the enforcement of creditors' or secured parties' rights or debtors' obligations generally; (B) the availability of creditors and except as the same specific performance or other equitable remedies may be subject to the effect limited by equitable principles of general applicability (whether such matter is considered in a proceeding at law or in equity); and (C) the indemnification provisions with respect to securities law matters may be limited by applicable securities laws or principles of equity. The affirmative vote or action by written consent of 51% of the votes the holders of the outstanding shares of the Company are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organizational Documentspublic policy. (ciii) Except as set forth in Section 3.1(c) of the Disclosure Schedule, neither Neither the execution and delivery of this Agreement Agreement, the Other Agreements or any Collateral Document other agreement, instrument or other document executed or required to be executed pursuant hereto or theretohereto, nor the consummation of the Transactionstransaction herein contemplated, nor compliance with the terms, conditions and provisions hereof or thereof by the Company or any of the other parties hereto or thereto which is Affiliated with the CompanyPurchasers: (iA) will conflict with, or result in a breach or violation of, or constitute a default under, any Applicable Law on the part of the Company or any Subsidiary either Purchaser or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or or, but for any requirement of giving of notice or passage of time or both both, would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation Material Agreement to which either of the Company Purchasers or any Subsidiary,of their respective subsidiaries is a party or by which either of the Purchasers or any of their respective subsidiaries or their respective property is bound, except where such conflicts, breaches, violations or defaults described in this paragraph do not, in the aggregate, have a Material Adverse Effect on consummation of the transactions contemplated hereby or on the Purchasers; (iiB) will result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(c) of the Disclosure Schedule) upon any property now owned or leased by either of the Company or any such other party, Purchasers; or (iiiC) will will, based on the representations and warranties of the Company set forth in SECTION 2(e) and the Stockholders in SECTION 3(d) require any Governmental Authorization or Governmental Filing or Private AuthorizationFiling, except for filing requirements under Applicable Law in connection with the Merger and the Transactions and as the Securities Act and applicable state securities laws may apply to compliance filings contemplated by the Company with the provisions of this Registration Rights Agreement relating referred to the Public Offering in SECTION 7(b)(vi) hereof and registration rights provided for hereunder and except any other agreements entered into pursuant to the HSR Act. (if applicable)hereto. (d) The Company does not have any Subsidiaries other than those listed on Section 3.1(d) of the Disclosure Schedule. Each Subsidiary so listed is wholly-owned, is a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, with full power and authority (corporate and other) to carry on the business in which it is engaged. Each Subsidiary has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business. The Company owns all of the outstanding capital stock (as shown on Section 3.1(d) of the Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any Subsidiary.

Organization and Business; Power and Authority. Effect of --------------------------------------------------------- Transaction. ----------- (a) The Company: (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as set forth in Section 3.1(a) of the Disclosure Schedule, (ii) has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted and as presently proposed to be conducted, and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, and (iii) has duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction (a true and correct list of which is set forth in Section 3.1(a) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, except to the extent the failure so to qualify or to maintain such authorizations would not have an Adverse Effect. (b) The Company has all requisite power and authority (corporate and other) and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto and to consummate the Merger and the Transactions. The execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed pursuant hereto or thereto have been duly authorized by all requisite corporate or other action (other than that of the Stockholders). This Agreement has been duly executed and delivered by the Company and constitutes, and each Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions, when executed and delivered by the Company or an Affiliate of the Company will constitute, legal, valid and binding obligations of the Company or such Affiliate, enforceable in accordance with their respective terms, except as such enforceability may be subject to bankruptcy, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors and except as the same may be subject to the effect of general principles of equity. The affirmative vote or action by written consent of 5166-2/3% of the votes the holders of the outstanding shares of the Company are entitled to cast is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement, the Merger and the Transactions under Applicable Law and the Company's Organizational Documents. (c) Except as set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution and delivery of this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, nor the consummation of the Transactions, nor compliance with the terms, conditions and provisions hereof or thereof by the Company or any of the other parties hereto or thereto which is Affiliated with the Company: (i) will conflict with, or result in a breach or violation of, or constitute a default under, any Applicable Law on the part of the Company or any Subsidiary or will conflict with, or result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of giving of notice or passage of time or both would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any Contractual Obligation of the Company or any Subsidiary, (ii) will result in or permit the creation or imposition of any Lien (except to the extent set forth in Section 3.1(c) of the Disclosure Schedule) upon any property now owned or leased by the Company or any such other party, or (iii) will require any Governmental Authorization or Governmental Filing or Private Authorization, except for filing requirements under Applicable Law in connection with the Merger and the Transactions and as the Securities Act and applicable state securities laws may apply to compliance by the Company with the provisions of this Agreement relating to the Public Offering and registration rights provided for hereunder and except pursuant to the HSR Act. (if applicable). (d) The Company does not have any Subsidiaries other than those listed on Section 3.1(d) of the Disclosure Schedule. Each Subsidiary so listed is wholly-owned, is a corporation which is duly organized, validly existing and in good standing under the laws of the respective state of incorporation set forth opposite its name on Section 3.1(d) of the Disclosure Schedule, and is duly qualified and in good standing as a foreign corporation in each other jurisdiction (as shown in Section 3.1(d) of the Disclosure Schedule) in which the character of its property or the nature of its business or operations requires such qualification or authorization, with full power and authority (corporate and other) to carry on the business in which it is engaged. Each Subsidiary has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business. The Company owns all of the outstanding capital stock (as shown on Section 3.1(d) of the Disclosure Schedule) of each Subsidiary, free and clear of all Liens (except to the extent set forth in Section 3.1(d) of the Disclosure Schedule), and all such stock has been duly authorized and validly issued and is fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever relating to the authorized and unissued or the outstanding capital stock of any Subsidiary.