Power and Authority; No Violation. The Investor has, and prior to the Closing Date Sonera U.S. will have, full power and authority to execute, deliver and perform its obligations under this Agreement and the Additional Agreements, as applicable, and to consummate the transactions contemplated hereby or thereby, as applicable. This Agreement, the Additional Agreements and all transactions contemplated hereby or thereby have been duly and validly authorized by all necessary action on the part of the Investor, and prior to the Closing Date the Joint Venture Agreement and all transactions contemplated thereby will have been duly and validly authorized by all necessary action on the part of Sonera U.S., and, assuming the due authorization and execution of this Agreement by TDS and the Aerial Parties, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Except as described on EXHIBIT 4.2(b) annexed hereto, neither the execution, delivery or performance of this Agreement or, upon their execution, the Additional Agreements, nor the consummation of the transactions contemplated hereby or thereby by the Sonera Parties, as applicable, will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Certificates of Incorporation or By-laws, or other constituent documents of either Sonera Party, (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which either Sonera Party is a party or by which either of them or their respective property may be bound or affected, or (C) any law, order, judgment, ordinance, rule, regulation or decree to which either Sonera Party is a party or by which either of them or their respective property is bound or affected, or (ii) give rise to any right of first refusal or similar right with respect to any interest, or any properties or assets, of either Sonera Party that, in the case of either clause (i) or (ii), would have a material adverse effect on the ability or capacity of either Sonera Party to execute...
Power and Authority; No Violation. US Company and each other Credit Party (a) is duly authorized, has the capacity and is empowered to enter into, execute, deliver and perform this Agreement and each of the other Credit Documents to which it is a party and (b) has the power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage. The execution, delivery and performance of this Agreement and each of the other Credit Documents have been duly authorized by all necessary corporate or other relevant action and do not and will not (i) require any consent or approval of the shareholders of US Company or any of the shareholders, partners or members, as the case may be, of any other Credit Party other than such consents and approvals which have been obtained prior to the Effective Date; (ii) contravene US Company’s or any other Credit Party’s charter, articles or certificate of incorporation, partnership agreement, certificate of formation, by-laws, limited liability company agreement, operating agreement or other organizational documents (as the case may be); (iii) violate, or cause US Company or any other Credit Party to be in default under, any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award in effect having applicability to US Company or any other Credit Party; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which US Company or any other Credit Party is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any Lien (other than Permitted Liens) upon or with respect to any of the properties now owned or hereafter acquired by US Company or any other Credit Party.
Power and Authority; No Violation. The Investor has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Investor and this Agreement constitutes a legal, valid and binding obligation of the Investor enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby by the Investor will, with or without the giving of notice or the passage of time, or both, (i) conflict with, result in a default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the memorandum and articles of association, certificate of incorporation, by-laws, stockholders agreements or other constituent documents of the Investor; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which the Investor is a party or by which it or its property may be bound or affected, except for any default or loss of rights, which, individually or in the aggregate would not have a material adverse effect on the Investor or its ability to perform its obligations under this Agreement or to purchase the Purchased Shares; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which the Investor is a party or by which it or its property is bound or affected; or (ii) give rise to any right of first refusal or similar right with respect to any interest, or any properties or assets, of the Investor. No permit, consent, approval, authorization, qualification or registration of, or declaration to or filing with any governmental or regulatory authority or agency or third party is required to be obtained or made by the Investor in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby in order to (A) render this Agreement or the transactions contemplated hereby valid and effective and (B) enable the Investor to purchase the Purchased Shares.
Power and Authority; No Violation. WPCS has full power and authority to execute, deliver and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of WPCS and this Agreement constitutes a legal, valid and binding obligation of WPCS enforceable against WPCS in accordance with its terms except to the extent such enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar laws from time to time in effect affecting or relating to the enforcement of creditors' rights generally or by principles governing the availability of equitable remedies. Neither the execution, delivery or performance of this Agreement by WPCS nor the consummation of the transactions contemplated hereby by WPCS will, with or without the giving of notice or the passage of time, or both, conflict with, breach, result in a default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, pursuant to (A) any provision of the certificates of incorporation, by-laws, stockholders agreements or other constituent documents of WPCS or any of its
Power and Authority; No Violation. Metro One has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and the Registration Rights Agreement, and any additional agreements executed by the parties concurrently herewith, have been duly and validly authorized by all necessary corporate action on the part of Metro One, and each such agreement constitutes a legal, valid and binding obligation of Metro One enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, nor the consummation by Metro One of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default or breach or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, pursuant to (A) any provision of the Articles of Incorporation or By-laws of Metro One, (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which Metro One is a party or by which Metro One or any of its property may be bound or affected, or (C) any law, order, judgment, ordinance, rule, regulation or decree to which Metro One is a party or by which any of its property is bound, or (ii) except as set forth in Schedule 3.2 to the Stock Purchase Agreement, give rise to any right of first refusal, subscription or similar right with respect to any interest in, or any properties or assets of, Metro One or any of its Subsidiaries.
Power and Authority; No Violation. Sonera has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and the Registration Rights Agreement, and any additional agreements executed by the parties concurrently herewith, have been duly and validly authorized by all necessary corporate action on the part of Sonera and each such agreement constitutes a legal, valid and binding obligation of Sonera, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, nor the consummation by Sonera of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, conflict with, violate, result in a default or breach or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, pursuant to (i) any provision of the charter or by-laws of Sonera; (ii) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which Sonera is a party or by which Sonera or any of its property may be bound or affected, or (iii) any law, order, judgment, ordinance, rule, regulation or decree to which Sonera is a party of by which any of its property is bound.
Power and Authority; No Violation. Each of HTL and the Investor has full power and authority to execute, deliver and perform its obligations under this Agreement and the Shareholders Agreement and to consummate the transactions contemplated hereby or thereby. This Agreement and the Shareholders Agreement and all transactions contemplated hereby or thereby have been duly and validly authorized by all necessary action on the part of each of HTL and the Investor and this Agreement constitutes, and upon execution thereof by the parties thereto the Shareholders Agreement shall constitute, a legal, valid and binding obligation of each of HTL and the Investor, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Except as described on EXHIBIT 4.02
Power and Authority; No Violation. The Company has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and all transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Company and this Agreement constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby by the Company will, with or without the giving of notice or the passage of time, or both, (i) conflict with, result in a default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the articles of incorporation, by-laws, or other constituent documents or any shareholders agreements of the Company or any Company Subsidiary; (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or the property of the Company may be bound or affected; or (C) any law, order, judgment, ordinance, rule, regulation or decree to which the Company or any Company Subsidiary is a party or by which the Company or the property of the Company is bound or affected; or (ii) give rise to any right of first refusal or similar right with respect to any interest, or any properties or assets, of the Company or any Company Subsidiary.
Power and Authority; No Violation. TDS has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of TDS and this Agreement constitutes a legal, valid and binding obligation of TDS enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, nor the consummation by TDS of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default, breach or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Restated Certificate or By-laws of TDS, (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which TDS is a party or by which TDS or any of its property may be bound, or (C) any law, order, judgment, ordinance, rule, regulation or decree to which TDS or any of its property is bound, or (ii) give rise to any right of first refusal, subscription or similar right with respect to any interest in, or any properties or assets of, TDS or any of its Subsidiaries.
Power and Authority; No Violation. Aerial has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and any transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Aerial and this Agreement constitutes a legal, valid and binding obligation of Aerial enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. Neither the execution, delivery or performance of this Agreement, nor the consummation by Aerial of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, (i) conflict with, violate, result in a default or breach or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Lien, pursuant to (A) any provision of the Certificate of Incorporation or By-laws of Aerial, (B) any material note, bond, indenture, mortgage, deed of trust, contract, agreement, lease or other instrument or obligation to which Aerial is a party or by which Aerial or any of its property may be bound or affected, or (C) any law, order, judgment, ordinance, rule, regulation or decree to which Aerial is a party or by which any of its property is bound, or (ii) give rise to any right of first refusal, subscription or similar right with respect to any interest in, or any properties or assets of, Aerial or any of its Subsidiaries.
