Common use of Authority and Approval Clause in Contracts

Authority and Approval. Each of the Parent Parties has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stock Issuance Approval in the case of Parent. The execution and delivery of this Agreement by each of the Parent Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Parent Parties have been duly authorized and approved by all requisite corporate or limited liability company action on the part of each of the Parent Parties, subject to obtaining the Parent Stock Issuance Approval in the case of Parent. At a meeting duly called and held, the Parent Board, by unanimous vote, (a) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, are in the best interest of Parent and Holders of Parent Common Stock, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, and (c) resolved to submit the Parent Stock Issuance to a vote of Parent’s stockholders and recommend approval of the Parent Stock Issuance. The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) is the only vote or approval of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the Parent Parties and constitutes the valid and legally binding obligation of each of the Parent Parties, enforceable against each of the Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity). As of the Execution Date, RRMS Holdings is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the RRMS Common Units outstanding on the date hereof.

Authority and Approval. Each of the Parent QEPM Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stock Issuance Approval in the case of Parent. The execution and delivery by the QEPM Parties of this Agreement by each Agreement, and, in the case of the Parent PartiesQEPM, subject to obtaining QEPM Unitholder Approval, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Parent QEPM Parties have been duly authorized and approved by all requisite corporate or limited liability company or limited partnership action on the part of each of the Parent QEPM Parties. The QEPM Board sought Special Approval with respect to this Agreement and the transactions contemplated hereby, subject to obtaining including the Parent Stock Issuance Approval in the case of ParentMerger. At a meeting duly called and held, the Parent BoardQEPM Conflicts Committee, by unanimous vote, (a) approved this Agreement, the Support Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, which approval was intended to constitute Special Approval (as such term is defined in the QEPM Partnership Agreement), (b) determined in good faith that it is in the best interests of QEPM and the Holders of Non‑affiliated QEPM Common Units and not adverse to the best interests of the Partnership Group (as such term is defined in the QEPM Partnership Agreement) for the Partnership to enter into this Agreement and the Support Agreement and to consummate the transactions contemplated hereby and thereby, including the Merger, (c) recommended the approval of this Agreement, the Support Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, by the QEPM Board and (d) subject to QEPM Board approval, recommended the approval of this Agreement and the Merger by the Holders of Non-affiliated QEPM Common Units. At a meeting duly called and held, the QEPM Board (a) unanimously approved this Agreement, the Support Agreement and the transactions contemplated herebyhereby and thereby, including the Merger and the Parent Stock IssuanceMerger, are (b) unanimously determined in good faith that it is in the best interest of Parent QEPM and Holders its unitholders and not adverse to the best interests of Parent Common Stock, the Partnership Group (bas defined in the QEPM Partnership Agreement) approved and declared advisable to enter into this Agreement and the Support Agreement and to consummate the transactions contemplated herebyhereby and thereby, including the Merger Merger, (c) recommended that the QEPM Limited Partners, including the Holders of Non-affiliated QEPM Common Units, approve this Agreement and the Parent Stock IssuanceMerger, and (cd) resolved to submit the Parent Stock Issuance directed that this Agreement be submitted to a vote of Parent’s stockholders and recommend approval of the Parent Stock Issuance. The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) is the only vote or approval of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance and approve and consummate the transactions contemplated by this Agreement, including the MergerQEPM Limited Partners. This Agreement has been duly executed and delivered by each of the Parent QEPM Parties and constitutes the valid and legally binding obligation of each of the Parent Partiesthem, enforceable against each of the Parent QEPM Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding proceeding at law or in equity). As of the Execution Date, RRMS Holdings is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the RRMS Common Units outstanding on the date hereof.

Authority and Approval. Each of the Parent Parties has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stock Issuance Stockholder Approval in the case of Parent. The execution and delivery of this Agreement by each of the Parent Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Parent Parties have been duly authorized and approved by all requisite corporate or limited liability company action on the part of each of the Parent Parties, subject to obtaining the Parent Stock Issuance Stockholder Approval in the case of Parent. At a meeting duly called and held, the Parent Board, by unanimous vote, (a) determined that this Agreement Agreement, the Charter Amendment and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, are in the best interest interests of Parent and Holders of Parent Common Stockits stockholders, (b) approved and declared advisable this Agreement Agreement, the Charter Amendment and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, and (c) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend adoption of the Charter Amendment and approval of the Parent Stock Issuance. . (i) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) is and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, together with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”) are the only vote votes or approval approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the Parent Parties and constitutes the valid and legally binding obligation of each of the Parent Parties, enforceable against each of the Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity). As of the Execution Date, RRMS Holdings is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the RRMS Common Units outstanding on the date hereof.

Authority and Approval. (a) Each of the Parent Parties Delta, Ultra and each Merger Sub has all requisite corporate or limited liability company power and authority necessary in order to execute and deliver deliver, and perform its obligations under, this Agreement and each Transaction Agreement to which such Person is a party and to consummate the Mergers and the other transactions contemplated by this Agreement and each such Transaction Agreement. The execution, delivery and performance of this Agreement and each such Transaction Agreement to which such Person is a party by each of Delta, Ultra and each Merger Sub and the consummation of the Mergers by each of Delta, Ultra and each Merger Sub and the other transactions contemplated by this Agreement and the other Transaction Agreements have been duly and validly authorized by all necessary corporate or company action and no other corporate or company proceedings on the part of Delta, Ultra, or any Merger Sub, as applicable, and no stockholder or member approvals or adoptions are necessary to authorize this Agreement or the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby other than those that have already been received. This Agreement and each other Transaction Agreement to which it is a party has been duly executed and delivered by Delta, Ultra and each Merger Sub and constitutes a valid and binding agreement of Delta, Ultra and each Merger Sub and is enforceable against the same in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to perform all general equity principles. (b) On or prior to the date of this Agreement, the Delta Board of Directors, Ultra Board of Directors, the boards of directors of Vector Merger Corp and Kodiak Merger Sub, and the managing member of Vector Merger LLC each have duly and unanimously adopted resolutions: (i) determining that the Mergers, on the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stock Issuance Approval conditions set forth herein, are fair to, and in the case of Parent. The execution best interests of, Delta, Ultra and delivery of this Agreement by each of the Parent PartiesMerger Subs, as applicable; (ii) approving and declaring advisable the consummation of Mergers and the other transactions contemplated hereby hereby, as applicable; (iii) authorizing and approving the execution, delivery and performance of all of the terms and conditions hereof to be performed by the Parent Parties have been duly authorized and approved by all requisite corporate or limited liability company action on the part of each of the Parent Parties, subject to obtaining the Parent Stock Issuance Approval in the case of Parent. At a meeting duly called and held, the Parent Board, by unanimous vote, (a) determined that this Agreement and the transactions contemplated hereby; and (iv) recommending adoption of this Agreement to the holders of shares, including which resolutions, as of the Merger and date hereof, have not been withdrawn or modified. (c) On or prior to the Parent Stock Issuancedate of this Agreement, are each of: (i) Delta, in the best interest its capacity as sole holder of Parent and Holders of Parent Ultra Common Stock, and (bii) approved and declared advisable this Agreement Ultra, in its capacity as sole holder of the Vector Merger Corp Common Stock, the Vector Merger LLC Membership Units and the transactions contemplated hereby, including the Kodiak Merger and the Parent Sub Common Stock Issuance, and (c) resolved to submit the Parent Stock Issuance to a vote of Parent’s stockholders and recommend approval of the Parent Stock Issuance. The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) is the only vote or approval of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance and approve and consummate the transactions contemplated by has duly adopted this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the Parent Parties and constitutes the valid and legally binding obligation of each of the Parent Parties, enforceable against each of the Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity). As of the Execution Date, RRMS Holdings is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the RRMS Common Units outstanding on the date hereof.

Authority and Approval. Each of the Parent Parties has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stock Issuance Stockholder Approval in the case of Parent. The execution and delivery of this Agreement by each of the Parent Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Parent Parties have been duly authorized and approved by all requisite corporate or limited liability company action on the part of each of the Parent Parties, subject to obtaining the Parent Stock Issuance Stockholder Approval in the case of Parent. At a meeting duly called and held, the Parent Board, by unanimous vote, Board (a) determined that this Agreement Agreement, the Charter Amendment and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, are in the best interest interests of Parent and Holders of Parent Common Stockits stockholders, (b) approved and declared advisable this Agreement Agreement, the Charter Amendment and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, and (c) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend adoption of the Charter Amendment and approval of the Parent Stock Issuance. . (i) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) is and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, together with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”) are the only vote votes or approval approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement, including the Merger. Parent, in its capacity as sole member of Merger Sub, has approved this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the Parent Parties and constitutes the valid and legally binding obligation of each of the Parent Parties, enforceable against each of the Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity). As of the Execution Date, RRMS Holdings is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the RRMS Common Units outstanding on the date hereof.

Authority and Approval. Each of the Parent Parties NNA has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby Transactions and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to obtaining receipt of the Parent Stock Issuance Approval in the case of ParentNNA Stockholders Approval. The execution and delivery of this Agreement by each of the Parent PartiesNNA, the consummation of the transactions contemplated hereby Transactions and the performance of all of the terms and conditions hereof to be performed by the Parent Parties NNA have been duly authorized and approved by all requisite corporate or limited liability company action on the part of each NNA, except that the consummation of the Parent Parties, Merger is subject to obtaining receipt of the Parent Stock Issuance Approval in the case of ParentNNA Stockholders Approval. At a meeting duly called and held, the Parent BoardNNA Special Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, Transactions are in the best interest interests of Parent NNA and the Holders of Parent Common NNA Public Stock, (b) approved and declared advisable this Agreement and the transactions contemplated herebyTransactions, including the Merger and the Parent Stock IssuanceMerger, and (c) resolved to submit make the Parent Stock Issuance NNA Special Committee Recommendation and (d) resolved to recommend, and to direct the NNA Board to recommend, the approval of this Agreement and the Merger, by the Holders of shares of NNA Common Stock. At a meeting duly called and held and upon the receipt of the recommendation of the NNA Special Committee, the NNA Board, by unanimous vote, (i) determined that this Agreement and the Transactions are in the best interests of NNA and the Holders of NNA Public Stock, (ii) approved this Agreement and the Transactions, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Parent’s stockholders Holders of shares of NNA Common Stock and recommend approval of made the Parent Stock Issuance. The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) is the only vote or approval of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance and approve and consummate the transactions contemplated by this Agreement, including the MergerNNA Board Recommendation. This Agreement has been duly executed and delivered by each of the Parent Parties NNA and constitutes the valid and legally binding obligation of each of the Parent PartiesNNA, enforceable against each of the Parent Parties NNA in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity). As of the Execution Date, RRMS Holdings is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the RRMS Common Units outstanding on the date hereof.

Authority and Approval. Each of the Parent WPZ Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby Agreement and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stock Issuance Approval in the case of Parent. The execution and delivery of this Agreement by each of the Parent WPZ Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Parent WPZ Parties have been duly authorized and approved by all requisite corporate partnership or limited liability company action on the part of each of the Parent WPZ Parties, subject to obtaining the Parent Stock Issuance Approval in the case of Parent. At a meeting duly called and held, the Parent BoardWPZ Conflicts Committee, by unanimous vote, (ai) determined that approved this Agreement and the transactions contemplated hereby, including the termination of the Merger Agreement subject to and conditioned upon the Parent Stock Issuancesimultaneous effectiveness of the Agreed IDR Waiver (the foregoing constituting WPZ Special Approval), are in and (ii) resolved to approve, and to recommend to the best interest of Parent and Holders of Parent Common StockWPZ Board the approval of, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, and (c) resolved to submit the Parent Stock Issuance to a vote of Parent’s stockholders and recommend approval termination of the Parent Stock Issuance. The affirmative vote (in person or by proxy) Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the holders of a majority Agreed IDR Waiver. Upon the receipt of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) is the only vote or approval recommendation of the holders of any class or series of WPZ Conflicts Committee, at a meeting duly called and held, the capital stock of Parent necessary to approve the Parent Stock Issuance WPZ Board, by unanimous vote, approved this Agreement and approve and consummate the transactions contemplated hereby, including (i) the termination of the Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver and (ii) the Agreed IDR Waiver. Prior to such approval by the WPZ Conflicts Committee and the WPZ Board, AMV approved this AgreementAgreement and the transactions contemplated hereby, including the MergerAgreed IDR Waiver. This Agreement has and the Agreed IDR Waiver have been duly executed and delivered by each of the Parent WPZ Parties party hereto and constitutes thereto and constitute the valid and legally binding obligation of each of the Parent PartiesWPZ Parties party hereto and thereto, enforceable against each of the Parent WPZ Parties party hereto and thereto in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity). As of the Execution Date, RRMS Holdings is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the RRMS Common Units outstanding on the date hereof.

Authority and Approval. Each of the Parent ACMP Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stock Issuance Approval subject, in the case of Parentthe ACMP Partnership Agreement Amendment, to receipt of the ACMP Amendment Vote. The execution and delivery of this Agreement by each of the Parent ACMP Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Parent ACMP Parties have been duly authorized and approved by all requisite corporate partnership or limited liability company action on the part of each of the Parent ACMP Parties, subject to obtaining the Parent Stock Issuance Approval subject, in the case of Parentthe ACMP Partnership Agreement Amendment, to receipt of the ACMP Amendment Vote. At a meeting duly called and held, the Parent BoardACMP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, hereby are in the best interest of Parent ACMP and the Holders of Parent Common StockACMP Units who are not ▇▇▇▇▇▇▇▇ Parties, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger Transaction Documents and the Parent Stock Issuancetransactions contemplated thereby on the terms set forth therein (the foregoing constituting ACMP Special Approval), and (c) resolved to submit approve, and to recommend to the Parent Stock Issuance to a vote of Parent’s stockholders ACMP Board the approval of, this Agreement and recommend approval the consummation of the Parent Stock Issuancetransactions contemplated hereby, including the Transaction Documents and the transactions contemplated thereby on the terms set forth therein. Upon the receipt of the recommendation of the ACMP Conflicts Committee, at a meeting duly called and held, the ACMP Board approved this Agreement and the transactions contemplated hereby, including the Transaction Documents and the transactions contemplated thereby on the terms set forth therein. Prior to such approval, AMV approved this Agreement and the transactions contemplated hereby, including the Merger, the GP Merger and the ACMP Partnership Agreement Amendment. The adoption of the ACMP Partnership Agreement Amendment by the affirmative vote (in person or by proxy) consent of the holders Holders of at least a majority of Unit Majority (as defined in the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance ACMP Partnership Agreement) (the “Parent Stock Issuance ApprovalACMP Amendment Vote”) is the only vote or approval of the holders of any class or series of the capital stock of Parent partnership interests in ACMP necessary to approve the Parent Stock Issuance and approve and consummate the transactions contemplated by this Agreement, including the MergerACMP Partnership Agreement Amendment. This Agreement has been duly executed and delivered by each of the Parent ACMP Parties and constitutes the valid and legally binding obligation of each of the Parent ACMP Parties, enforceable against each of the Parent ACMP Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity). As of the Execution Date, RRMS Holdings is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the RRMS Common Units outstanding on the date hereof.

Authority and Approval. Each of the Parent WPZ Parties has all requisite corporate or limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, subject to obtaining the Parent Stock Issuance Approval in the case of Parent. The execution and delivery of this Agreement by each of the Parent WPZ Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Parent WPZ Parties have been duly authorized and approved by all requisite corporate partnership or limited liability company action on the part of each of the Parent WPZ Parties, subject to obtaining the Parent Stock Issuance Approval in the case of Parent. At a meeting duly called and held, the Parent BoardWPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, hereby are in the best interest of Parent WPZ and the Holders of Parent Common StockWPZ Public Units, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger and (the Parent Stock Issuanceforegoing constituting WPZ Special Approval), and (c) resolved to submit approve, and to recommend to the Parent Stock Issuance WPZ Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board, by unanimous vote, (a) approved this Agreement and the transactions contemplated hereby, including the Merger, and (b) directed that this Agreement be submitted to a vote of Parent’s stockholders Holders of WPZ Units and recommend approval authorized the Holders of WPZ Units to act by written consent pursuant to Section 13.11 of the Parent Stock IssuanceWPZ Partnership Agreement. Prior to such approval by the WPZ Conflicts Committee and the WPZ Board, AMV approved this Agreement and the transactions contemplated hereby, including the Merger. The adoption of this Agreement by the affirmative vote (in person or by proxy) consent of the holders Holders of at least a majority of Unit Majority (as defined in the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance WPZ Partnership Agreement) (the “Parent Stock Issuance ApprovalWPZ Vote”) is the only vote or approval of the holders of any class or series of the capital stock of Parent partnership interests in WPZ necessary to approve the Parent Stock Issuance and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by each of the Parent WPZ Parties and constitutes the valid and legally binding obligation of each of the Parent WPZ Parties, enforceable against each of the Parent WPZ Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity). As of the Execution Date, RRMS Holdings is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the RRMS Common Units outstanding on the date hereof.