Common use of Ownership of Stock; Authority Clause in Contracts

Ownership of Stock; Authority. (a) The Company Stockholder has good and marketable title, free and clear of any and all Security Interests, to all of the Company Shares listed on SCHEDULE I as being owned by such Company Stockholder. The Company Stockholder has the full right, power and authority to transfer, convey and sell to the Buyer at the Closing the Company Shares to be sold by such Company Stockholder and, upon consummation of the purchase contemplated hereby, the Buyer will acquire from such Company Stockholder good and marketable title to such Company Shares, free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever. (b) The Company Stockholder has all requisite power and authority to execute and deliver the Fundamental Agreements to which such Company Stockholder is a party and to perform such Company Stockholder's obligations under such Fundamental Agreements. Such Fundamental Agreements have each been (or in the case of the Fundamental Agreements to be entered into on the Closing Date, shall be when delivered) duly and validly executed and delivered by such Company Stockholder, and each constitutes (or, in the case of the Fundamental Agreements to be entered into on the Closing Date, shall constitute) a valid and binding obligation of such Company Stockholder, enforceable against such Company Stockholder in accordance with its terms, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and except as the availability of equitable remedies may be limited by general principles of equity. (c) Neither the execution and delivery of any or all of the Fundamental Agreements to which such Company Stockholder is a party by such Company Stockholder, nor the consummation by such Company Stockholder of the transactions contemplated hereby or thereby, will (i) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or require any notice, consent or waiver under, any instrument, contract, agreement or arrangement to which such Company Stockholder is a party or by which such Company Stockholder is bound, (ii) result in the imposition of any Security Interest upon the Company Shares owned by such Company Stockholder, or (iii) violate any order, writ, injunction or decree applicable to such Company Stockholder or to the Company Shares.

Ownership of Stock; Authority. (a) The Company Stockholder Such Shareholder has good and marketable title, free and clear of any and all Security Interestsliens and encumbrances, to all of the Company Shares listed on SCHEDULE I as being owned by such Company StockholderShares. The Company Stockholder Shareholder has the full right, power and authority to transfer, convey and sell to the Buyer at the each Closing the Company Shares to be sold by at such Company Stockholder Closing and, upon consummation of the purchase contemplated hereby, the Buyer will acquire from such Company Stockholder Shareholder good and marketable title to the Company Shares to be sold by such Company SharesShareholder hereunder, free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever. (b) The Company Stockholder Such Shareholder has all requisite power and authority to execute and deliver the Fundamental Transaction Agreements to which such Company Stockholder Shareholder is a party and to perform such Company Stockholder's his obligations under such Fundamental Transaction Agreements. Such Fundamental Transaction Agreements have each been (or in the case of the Fundamental Agreements to be entered into on the Closing Date, shall be when delivered) duly and validly executed and delivered by such Company StockholderShareholder, and each constitutes (or, in the case of the Fundamental Agreements to be entered into on the Closing Date, shall constitute) a valid and binding obligation of such Company StockholderShareholder, enforceable against such Company Stockholder Shareholder in accordance with its terms, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and except as the availability of equitable remedies may be limited by general principles of equity. (c) Neither the execution and delivery of any or all of the Fundamental Transaction Agreements to which such Company Stockholder Shareholder is a party by such Company StockholderShareholder, nor the consummation by such Company Stockholder Shareholder of the transactions contemplated hereby or thereby, will (i) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or require any notice, consent or waiver under, any instrument, contract, agreement or arrangement to which such Company Stockholder Shareholder is a party or by which such Company Stockholder Shareholder is bound, (ii) result in the imposition of any Security Interest lien or encumbrance upon the Company Shares owned by such Company StockholderShares, or (iii) violate any order, writ, injunction or decree applicable to such Company Stockholder Shareholder or to the Company Shares.

Ownership of Stock; Authority. (a) The Company Stockholder has good and marketable title, free and clear of any and all Security InterestsInterests (as defined below), to all of the Company Shares listed on SCHEDULE I as being owned by such Company Stockholder. The Company Stockholder has the full right, power and authority to transfer, convey and sell to the Buyer at the Closing the Company Shares to be sold by such Company Stockholder and, upon consummation of the purchase contemplated hereby, the Buyer will acquire from such Company Stockholder good and marketable title to such Company Shares, free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever. (b) The Company Stockholder has all requisite power and authority to execute and deliver this Agreement and the Fundamental Agreements to which such Company Stockholder is a party Escrow Agreement and to perform such Company Stockholder's obligations under such Fundamental Agreementsagreements. Such Fundamental Agreements agreements have each been (or in the case of the Fundamental Agreements to be entered into on the Closing DateEscrow Agreement, shall be when delivered) duly and validly executed and delivered by such Company Stockholder, and each constitutes (or, in the case of the Fundamental Agreements to be entered into on the Closing DateEscrow Agreement, shall constitute) a valid and binding obligation of such Company Stockholder, enforceable against such Company Stockholder in accordance with its terms, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and except as the availability of equitable remedies may be limited by general principles of equity. (c) Neither the execution and delivery of any either or all both of this Agreement and the Fundamental Agreements to which such Company Stockholder is a party Escrow Agreement by such Company Stockholder, nor the consummation by such Company Stockholder of the transactions contemplated hereby or thereby, will (i) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or require any notice, consent or waiver under, any instrument, contract, agreement or arrangement to which such Company Stockholder is a party or by which such Company Stockholder is bound, (ii) result in the imposition of any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law) (a "Security Interest Interest") upon the Company Shares owned by such Company Stockholder, or (iii) violate any order, writ, injunction or decree applicable to such Company Stockholder or to the Company Shares.

Ownership of Stock; Authority. (a) The Company Stockholder Each Principal Shareholder has good and marketable titletitle to the Principal Shareholder’s Securities, free and clear of any and all Security Interests, to all of the Company Shares listed on SCHEDULE I as being owned by such Company Stockholder. The Company Stockholder has the full right, power and authority to transfer, convey and sell to the Buyer at the Closing the Company Shares to be sold by such Company Stockholder and, upon consummation of the purchase contemplated hereby, the Buyer will acquire from such Company Stockholder good and marketable title to such Company Shares, free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoeverLiens. (b) The Company Stockholder Each Principal Shareholder has all requisite full legal capacity, power and authority to execute and deliver this Agreement and the Fundamental Additional Agreements to which such Company Stockholder Principal Shareholder is named as a party and party, to perform such Company Stockholder's Principal Shareholder’s obligations under such Fundamental Agreementshereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Such Fundamental Agreements have each been (or in This Agreement and the case of the Fundamental Additional Agreements to be entered into on the which each Principal Shareholder is named as a party have been, or at Closing Datewill be, shall be when delivered) duly and validly executed and delivered by such Company Stockholdereach Principal Shareholder and are, or upon their execution and each constitutes (ordelivery will be, in the case of the Fundamental Agreements to be entered into on the Closing Date, shall constitute) a valid and legally binding obligation obligations of such Company Stockholdereach Principal Shareholder, enforceable against such Company Stockholder each Principal Shareholder in accordance with its their respective terms, subject to the effect (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, moratorium or (ii) rules of law governing specific performance, injunctive relief or other similar laws affecting the enforcement of creditors' rights generally and except as the availability of equitable remedies may be limited by general principles of equityremedies. (c) Neither the execution and delivery by such Principal Shareholder of any or all of the Fundamental Agreements and the Additional Agreements to which such Company Stockholder Principal Shareholder is a party by such Company Stockholderparty, nor the consummation by such Company Stockholder Principal Shareholder of the transactions transaction contemplated hereby or and thereby, will (i) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or require any notice, consent or waiver under, any instrument, contract, agreement or arrangement to which such Company Stockholder Principal Shareholder is a party or by which such Company Stockholder Principal Shareholder is bound, or (ii) result in the imposition of any Security Interest Lien upon the Company Shares Principal Shareholder’s Securities owned by such Company Stockholder, or (iii) violate any order, writ, injunction or decree applicable to such Company Stockholder or to the Company SharesPrincipal Shareholder.

Ownership of Stock; Authority. (a) The Company Such CVI Stockholder has good and marketable title, free and clear of any and all Security InterestsEncumbrances, to all of the Company Shares CVI Stock, CVI Options and CVI Warrants listed on SCHEDULE I Exhibit A hereto as being owned by such Company CVI Stockholder, and no other person has any ownership interest or security interest in, or claim on or to, any of such CVI Stock, such CVI Options or such CVI Warrants. The Company Such CVI Stockholder has the full right, capacity, power and authority to transfer, convey and sell to the Buyer Raytel at the Closing the Company Shares all such CVI Stock, and to be sold by cancel and terminate such Company Stockholder CVI Options or CVI Warrants as contemplated herein, and, upon consummation of the purchase contemplated hereby, the Buyer Raytel will acquire from such Company CVI Stockholder good and marketable title to such Company SharesCVI Stock, free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrancesEncumbrances, options and adverse claims or rights whatsoever. (b) The Company Such CVI Stockholder has all requisite power power, capacity and authority to execute and deliver the Fundamental Agreements Transaction Documents to which such Company CVI Stockholder is a party and to perform such Company CVI Stockholder's obligations under such Fundamental AgreementsTransaction Documents. Such Fundamental Agreements Transaction Documents have each been (or in the case of the Fundamental Agreements Transaction Documents to be entered into on the Closing Date, shall be when delivered) duly and validly executed and delivered by such Company CVI Stockholder, and each constitutes (or, in the case of the Fundamental Agreements Transaction Documents to be entered into on the Closing Date, shall constitute) a legal, valid and binding obligation of such Company CVI Stockholder, enforceable against such Company CVI Stockholder in accordance with its terms, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and except as the availability of equitable remedies may be limited by general principles of equity. (c) Neither the execution and delivery of any or all of the Fundamental Agreements to which such Company Stockholder is a party by such Company Stockholder, nor the consummation by such Company Stockholder of the transactions contemplated hereby or thereby, will (i) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or require any notice, consent or waiver under, any instrument, contract, agreement or arrangement to which such Company Stockholder is a party or by which such Company Stockholder is bound, (ii) result in the imposition of any Security Interest upon the Company Shares owned by such Company Stockholder, or (iii) violate any order, writ, injunction or decree applicable to such Company Stockholder or to the Company Shares.