Organization of TTI and Merger Sub; Authority. TTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. Each of TTI and Merger sub has all requisite corporate power and corporate authority to enter into the Transaction Documents to which it is a party, to consummate the transactions contemplated hereby and thereby, to own, lease and operate its properties and to conduct its business. Subject to the receipt of stockholder approval, the execution, delivery and performance by each of TTI and Merger Sub of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of TTI and Merger Sub, including, without limitation the approval of the board of directors of TTI. The Transaction Documents have been duly executed and delivered by each of TTI and Merger Sub and, assuming that the Transaction Documents constitute a valid and binding obligation of the other parties thereto, constitute a valid and binding obligation of each of TTI and Merger Sub, enforceable against TTI and Merger Sub in accordance with its terms. Each of TTI and Merger Sub is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, have a TTI Material Adverse Effect. TTI has heretofore delivered or made available to HGR complete and correct copies of the certificate of incorporation and by-laws of TTI and Merger Sub, the minute books and stock transfer records of TTI and Merger Sub, as in effect as of the date of this Agreement. Neither TTI nor Merger Sub is in violation of its organizational documents.
