Validity and Authorization; Corporate Power and Authority. (a) OmniAmerica has all necessary corporate power and authority to execute, deliver and perform this Agreement, the Related Agreements, the HSW Merger Agreement and the other instruments called for by this Agreement to which it is or is to be a party. The execution, delivery and performance of this Agreement by OmniAmerica and the consummation by OmniAmerica of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of OmniAmerica (subject to the filing of appropriate merger documents as required by the DGCL). This Agreement has been duly executed and delivered by OmniAmerica and, assuming the valid authorization, execution and delivery hereof by STI and the Sub, constitutes the legal, valid and binding obligation of OmniAmerica, enforceable against OmniAmerica in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting or relating to the enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).
Validity and Authorization; Corporate Power and Authority. The Company has full corporate power and authority to consummate the Merger and to execute, deliver and perform this Agreement, the Related Agreements and the other instruments called for hereby to which it is a party. This Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws governing creditors' rights and by equitable principles. The Stockholder has full requisite power and capacity to execute, deliver and perform this Agreement, the Related Agreements and the other instruments called for hereby to which the Stockholder is a party. This Agreement has been duly executed and delivered by the Stockholder and constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws governing creditors' rights and by equitable principles. When the Related Agreements and the other instruments called for hereby to which the Stockholder is a party are executed and delivered at the Closing, such agreements and instruments will have been duly executed and delivered by the Stockholder pursuant to full requisite power and capacity to execute, deliver and perform such Related Agreements and the other instruments called for hereby and will constitute the legal, valid and binding obligations of the Stockholder, enforceable against the Stockholder in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or other laws governing creditors' rights and by equitable principles.
Validity and Authorization; Corporate Power and Authority. As of the date of this Agreement, the Company has full corporate power and authority to execute, deliver and perform this Agreement, the Related Agreements and the other instruments called for hereby to which it is a party. As of the date of this Agreement, this Agreement and each Related Agreement to which the Company is a party has been duly authorized, executed and delivered by the Company and each such agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. As of the date of this Agreement, the Shareholder has full power and authority to execute, deliver and perform this Agreement, the Related Agreements and the other instruments called for hereby to which the Shareholder is a party. As of the date of this Agreement, this Agreement and each Related Agreement to which the Shareholder is a party have been duly executed and delivered by the Shareholder and each such agreement constitutes the legal, valid and binding obligation of each Shareholder who is a party to such agreement, enforceable against each such Shareholder in accordance with its terms.
Validity and Authorization; Corporate Power and Authority. Each of the Kalitta Companies has full corporate power and authority to execute, deliver and perform this Agreement, the Related Agreements and the other instruments called for by this Agreement to which it is or is to be a party. This Agreement has been duly authorized, executed and delivered by each of the Kalitta Companies and constitutes the legal, valid and binding obligation of each of the Kalitta Companies, enforceable against the Kalitta Companies in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). When the Related Agreements and the other instruments called for by this Agreement to which any of the Kalitta Companies is a party are executed and delivered at the Closing, such Related Agreements and instruments will have been duly authorized, executed and delivered by each such Kalitta Company, enforceable against each such Kalitta Company in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). Kalitta has full requisite power and authority to execute, deliver and perform this Agreement, the Related Agreements and the other instruments called for by this Agreement to which he is a party and this Agreement has been duly authorized, executed and delivered by Kalitta and constitutes the legal, valid and binding obligation of Kalitta, enforceable against Kalitta in accordance with its terms, except as such enforcement may be limited by
Validity and Authorization; Corporate Power and Authority. Kitty Hawk has full corporate power and authority to execute, deliver and perform this Agreement, the Related Agreements and the other instruments called for by this Agreement to which it is or is to be a party. This Agreement has been duly authorized, executed and delivered by Kitty Hawk and constitutes the legal, valid and binding obligation of Kitty Hawk, enforceable against Kitty Hawk in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). When the Related Agreements and the other instruments called for by this Agreement to which Kitty Hawk is a party are executed and delivered at the Closing, such Related Agreements and instruments will have been duly authorized, executed and delivered by Kitty Hawk and will constitute the legal, valid and binding obligations of Kitty Hawk, enforceable against Kitty Hawk in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting enforcement of creditor's rights generally, and by general principles of equity (whether applied in a proceeding at law or in equity).
Validity and Authorization; Corporate Power and Authority. The Subs have full corporate power and authority to execute, deliver and perform this Agreement, the Related Agreements and the other instruments called for by this Agreement to which they are or are to be a party. This Agreement has been duly authorized, executed and delivered by each of the Subs and constitutes the legal, valid and binding obligation of each of the Subs, enforceable against the Subs in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). When the Related Agreements and the other instruments called for by this Agreement to which any of the Subs are a party are executed and delivered at the Closing, such Related Agreements and instruments will have been duly authorized, executed and delivered by the Sub, and will constitute the legal, valid and binding obligations of the Subs, enforceable against the respective Sub in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting enforcement of creditor's rights generally, and by general principles of equity (whether applied in a proceeding at law or in equity).
Validity and Authorization; Corporate Power and Authority. The Company has full corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements and the other instruments called for by this Agreement to which it is a party. This Agreement and each Related Agreement to which the Company is a party has been (or, with respect to the Related Agreements, will be prior to Closing) duly authorized by the Company and constitutes (or, with respect to the Related Agreements, when executed and delivered by the Company will constitute) the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies. Each Shareholder has full power and authority to execute, deliver and perform this Agreement and the Related Agreements and the other instruments called for by this Agreement to which he is a party. This Agreement and each Related Agreement to which each Shareholder is a party constitutes (or, with respect to the Related Agreements, when executed and delivered by each Shareholder will constitute) the legal, valid and binding obligations of each Shareholder, enforceable against such Shareholder in accordance with their terms, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies.
Validity and Authorization; Corporate Power and Authority. Delta has full corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements and the other instruments called for by this Agreement to which it is a party. This Agreement and each Related Agreement to which Delta is a party has been (or, with respect to the Related Agreements, will be prior to Closing) duly authorized by Delta and constitutes (or, with respect to the Related Agreements, when executed and delivered by Delta will constitute) the legal, valid and binding obligation of Delta, enforceable against Delta in accordance with their terms, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency, creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies.
Validity and Authorization; Corporate Power and Authority. The Buyer has full corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements and the other instruments called for by this Agreement to which it is a party. This Agreement and each Related Agreement to which the Buyer is a party has been (or, with respect to the Related Agreements, will be prior to Closing) duly authorized by the Buyer and constitutes (or, with respect to the Related Agreements, when executed and delivered by the Buyer will constitute) the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with their terms, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency, creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies.
Validity and Authorization; Corporate Power and Authority. New ALTM has full corporate power and authority to execute, deliver, and perform this Agreement and the other instruments called for by this Agreement. This Agreement has been duly authorized, executed, and delivered by New ALTM and constitutes the legal, valid, and binding obligation of New ALTM, enforceable against New ALTM in accordance with its terms, except as such enforcement may be limited by the Equitable Defenses.
