Common use of Organization; Authority; Conflicts; Consents Clause in Contracts

Organization; Authority; Conflicts; Consents. Each of Acquiror and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Acquiror and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror and Merger Sub. The Board of Directors of each of Acquiror and Merger Sub has approved this Agreement and the Merger and the transactions contemplated hereby (and prior to the Effective Time will be adopted by Acquiror as the sole stockholder of Merger Sub) and no other corporate action on the part of Acquiror and Merger Sub is necessary to authorize the execution, delivery and performance by Acquiror and Merger Sub of the Merger and this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Acquiror and Merger Sub and, assuming due authorization, execution and delivery of the other parties hereto, constitutes the valid and binding obligations of Acquiror and Merger Sub enforceable against Acquiror and Merger Sub in accordance with its terms. The execution and delivery of this Agreement by Acquiror and Merger Sub does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with, or result in any violation of any provisions of their respective organizational documents or (ii) conflict with, or result in any violation of, or default under (with or without notice or lapse or time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under any material contract, permit, concession, franchise, license, injunction, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or its Subsidiaries or any properties or assets of Acquiror or its Subsidiaries, except, in the case of clause (ii), for any such conflicts, violations, defaults, terminations, cancellations, accelerations or losses of benefits as, individually or in the aggregate, could not reasonably be expected to prevent or materially delay or materially impair the ability of Acquiror or Merger Sub to consummate the Merger and the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or Governmental Entity, is required by or with respect to Acquiror or Merger Sub in connection with the execution and delivery of this Agreement by Acquiror and Merger Sub or the consummation by Acquiror and Merger Sub of the Merger and the other transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 2.2; (ii) any required filings under the Exchange Act, (iii) compliance with HSR; (iv) compliance with foreign Antitrust Laws and (v) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, could not reasonably be expected to prevent, materially alter or materially delay any of the transactions contemplated by this Agreement.

Organization; Authority; Conflicts; Consents. Each of Acquiror Chyron US and Merger Sub Chyron AB is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Acquiror Chyron US and Merger Sub Chyron AB have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror Chyron US and Merger SubChyron AB. The Board of Directors of each of Acquiror Chyron US and Merger Sub Chyron AB has approved this Agreement and the Merger and the transactions contemplated hereby (and prior to the Effective Time will be adopted by Acquiror as the sole stockholder of Merger Sub) and no other corporate action on the part of Acquiror Chyron US and Merger Sub Chyron AB is necessary to authorize the execution, delivery and performance by Acquiror Chyron US and Merger Sub Chyron AB of the Merger and this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Acquiror Chyron US and Merger Sub Chyron AB and, assuming due authorization, execution and delivery of the other parties hereto, constitutes the valid and binding obligations of Acquiror Chyron US and Merger Sub Chyron AB enforceable against Acquiror Chyron US and Merger Sub Chyron AB in accordance with its terms. The execution and delivery of this Agreement by Acquiror Chyron US and Merger Sub Chyron AB does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with, or result in any violation of any provisions of their respective organizational documents or (ii) conflict with, or result in any violation of, or default under (with or without notice or lapse or time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under any material contract, permit, concession, franchise, license, injunction, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror Chyron US or its Subsidiaries Chyron AB or any properties or assets of Acquiror Chyron US or its SubsidiariesChyron AB, except, in the case of clause (ii), for any such conflicts, violations, defaults, terminations, cancellations, accelerations or losses of benefits as, individually or in the aggregate, could not reasonably be expected to prevent or materially delay or materially impair the ability of Acquiror Chyron US or Merger Sub Chyron AB to consummate the Merger and the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or Governmental Entity, is required by or with respect to Acquiror Chyron US or Merger Sub Chyron AB in connection with the execution and delivery of this Agreement by Acquiror Chyron US and Merger Sub Chyron AB or the consummation by Acquiror Chyron US and Merger Sub of the Merger and the other transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 2.2; (ii) any required filings under the Exchange Act, (iii) compliance with HSR; (iv) compliance with foreign Antitrust Laws and (v) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, could not reasonably be expected to prevent, materially alter or materially delay any Chyron AB of the transactions contemplated by this Agreementhereby.

Organization; Authority; Conflicts; Consents. Each of Acquiror and Merger Sub Chyron is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Acquiror and Merger Sub have Chyron has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Each of Chyron's Subsidiaries is an entity duly organized, validly existing and, to the extent "good standing" is of legal significance in the applicable jurisdiction of organization, in good standing under the laws of its jurisdiction of organization. Chyron has made available to Hego copies of the Certificate of Incorporation of Chyron and the equivalent organizational documents of each of its Subsidiaries, each as amended to date. Except as set forth on Schedule 5.1, Chyron does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. Each entity set forth on Schedule 5.1 is a Subsidiary of Chyron. Except as set forth on Schedule 5.1, Chyron owns all of the capital stock of each such Subsidiary and there is no other capital stock, ownership right, option, warrant, stock appreciation right, phantom stock right, purchase right, subscription right, conversion right, or exchange right, in each case, with respect to the shares of such Subsidiary, or other contract or commitment that could require Chyron or such Subsidiary to issue, sell, or otherwise cause to become outstanding any capital stock of any such Subsidiary (contingent or otherwise). Chyron has not violated any of the provisions of its Certificate of Incorporation. Chyron has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby with respect to which Chyron is a party. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror and Merger Sub. The Board of Directors of each of Acquiror and Merger Sub has approved this Agreement and the Merger and the transactions contemplated hereby (and prior to the Effective Time will be adopted by Acquiror as the sole stockholder of Merger Sub) and no other corporate action on the part of Acquiror and Merger Sub is necessary to authorize the execution, delivery and performance by Acquiror and Merger Sub of the Merger and this Agreement and the transactions contemplated herebyChyron. This Agreement has been duly executed and delivered by Acquiror and Merger Sub Chyron and, assuming due authorization, execution and delivery of by the other parties hereto, constitutes the valid and binding obligations obligation of Acquiror and Merger Sub Chyron enforceable against Acquiror and Merger Sub Chyron in accordance with its terms. The execution and delivery of this Agreement by Acquiror and Merger Sub does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with, or result in any violation of any provisions of their respective organizational documents or (ii) conflict with, or result in any violation of, or default under (with or without notice or lapse or time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under any material contract, permit, concession, franchise, license, injunction, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or its Subsidiaries or any properties or assets of Acquiror or its Subsidiaries, except, in the case of clause (ii), for any such conflicts, violations, defaults, terminations, cancellations, accelerations or losses of benefits as, individually or in the aggregate, could not reasonably be expected to prevent or materially delay or materially impair the ability of Acquiror or Merger Sub to consummate the Merger and the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or Governmental Entity, is required by or with respect to Acquiror or Merger Sub Chyron in connection with the execution and delivery of this Agreement by Acquiror and Merger Sub Chyron or the consummation by Acquiror and Merger Sub Chyron of the Merger Stock Sale and the other transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 2.2; (ii) any required filings under the Exchange Act, (iii) compliance Act and with HSR; (iv) compliance with foreign Antitrust Laws the Nasdaq Capital Market and (vii) such other consentsthe Chyron Stockholder Approval. The execution and delivery of this Agreement by Chyron does not, authorizations, filings, approvals and registrations which, if not obtained or made, could not reasonably be expected to prevent, materially alter or materially delay any the consummation of the transactions contemplated by this Agreementhereby will not, conflict with, or result in any violation of any provision of any applicable law or regulation or the by-laws or certificate of incorporation of Chyron.

Organization; Authority; Conflicts; Consents. Each of Acquiror Chyron US and Merger Sub Chyron AB is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Acquiror Chyron US and Merger Sub Chyron AB have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror Chyron US and Merger SubChyron AB. The Board of Directors of each of Acquiror Chyron US and Merger Sub Chyron AB has approved this Agreement and the Merger and the transactions contemplated hereby (and prior to the Effective Time will be adopted by Acquiror as the sole stockholder of Merger Sub) and no other corporate action on the part of Acquiror Chyron US and Merger Sub Chyron AB is necessary to authorize the execution, delivery and performance by Acquiror Chyron US and Merger Sub Chyron AB of the Merger and this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Acquiror Chyron US and Merger Sub Chyron AB and, assuming due authorization, execution and delivery of the other parties hereto, constitutes the valid and binding obligations of Acquiror Chyron US and Merger Sub Chyron AB enforceable against Acquiror Chyron US and Merger Sub Chyron AB in accordance with its terms. The execution and delivery of this Agreement by Acquiror Chyron US and Merger Sub Chyron AB does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with, or result in any violation of any provisions of their respective organizational documents or (ii) conflict with, or result in any violation of, or default under (with or without notice or lapse or time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under any material contract, permit, concession, franchise, license, injunction, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror Chyron US or its Subsidiaries Chyron AB or any properties or assets of Acquiror Chyron US or its SubsidiariesChyron AB, except, in the case of clause (ii), for any such conflicts, violations, defaults, 35 terminations, cancellations, accelerations or losses of benefits as, individually or in the aggregate, could not reasonably be expected to prevent or materially delay or materially impair the ability of Acquiror Chyron US or Merger Sub Chyron AB to consummate the Merger and the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or Governmental Entity, is required by or with respect to Acquiror Chyron US or Merger Sub Chyron AB in connection with the execution and delivery of this Agreement by Acquiror Chyron US and Merger Sub Chyron AB or the consummation by Acquiror Chyron US and Merger Sub Chyron AB of the Merger transactions contemplated hereby. 5A.2 Closing Shares and Earn-Out Shares. Chyron shall ensure that Chyron AB will have, as of the other Closing, sufficient Closing Shares for issuance pursuant to this Agreement, and as of the issuance date for any Earn-Out Shares, sufficient Earn-Out Shares for issuance pursuant to this Agreement. 5A.3 Ownership and Operations of Chyron US and Chyron AB. Chyron owns beneficially all of the outstanding capital stock of Chyron US, and Chyron US owns beneficially all of the outstanding share capital of Chyron AB. Each of Chyron US and Chyron AB were formed solely for the purpose of engaging in the transactions contemplated hereby, except for (i) have engaged in no other business activities and have conducted their respective operations solely as contemplated hereby. 6. Conduct Prior to the filing of the Certificate of Merger as provided in Section 2.2; (ii) any required filings under the Exchange Act, (iii) compliance with HSR; (iv) compliance with foreign Antitrust Laws and (v) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, could not reasonably be expected to prevent, materially alter or materially delay any of the transactions contemplated by this AgreementClosing.