Common use of Authorization; Enforceability; Conflicts; Approvals Clause in Contracts

Authorization; Enforceability; Conflicts; Approvals. (a) Each Selling Party has (or, with respect to Acquired Companies and the Asset Transferors, will have as of immediately prior to the Closing) all requisite corporate or equivalent power and authority to enter into the Transaction Agreements to which it is or will be party thereto and, subject to obtaining the Requisite Seller Stockholder Approval (which will be received when the Seller Stockholder Written Consent has been executed and delivered by Parent) and assuming the accuracy of the representations and warranties in Section 7.9, to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Agreements by each Selling Party that is or will be party thereto and the consummation by such Selling Party of the transactions contemplated thereby have been (or, with respect to Acquired Companies and the Asset Transferors, will be as of immediately prior to the Closing) duly authorized by all necessary corporate or equivalent action on the part of such Selling Party that is or will be party thereto, and except for obtaining the Requisite Seller Stockholder Approval (which will be received when the Seller Stockholder Written Consent has been executed and delivered by ▇▇▇▇▇▇) and assuming the accuracy of the representations and warranties in Section 7.9, no other corporate proceedings on the part of any Selling Party is necessary to authorize the execution and delivery of each Transaction Agreement by any Selling Party that is or will be party thereto and the consummation by such Selling Party of the transactions contemplated thereby. This Agreement has been duly executed and delivered by Seller and the Company and (assuming the valid authorization, execution and delivery of this Agreement by ▇▇▇▇▇ and Parent) is the legal, valid and binding obligation of Seller and Company enforceable against Seller and the Company in accordance with its terms, and each of the Ancillary Agreements to which a Selling Party is or will be party thereto, upon execution and delivery by such Selling Party, will be (assuming the valid authorization, execution and delivery by Buyer, where ▇▇▇▇▇ is a party, and any other party or parties thereto) a legal, valid and binding obligation of such Selling Party party thereto, enforceable in accordance with its terms, subject, in the case of each such Transaction Agreement, to bankruptcy, insolvency, reorganization, moratorium and similar Law of general application relating to or affecting creditors’ rights and to general equity principles. (b) The Seller Board, at a meeting duly called and held, has unanimously (i) determined that the entry into this Agreement and the consummation by Seller, the Asset Transferors and the Acquired Companies of the transactions contemplated by this Agreement are advisable and in the best interests of Seller and its stockholders, (ii) approved and adopted this Agreement and approved the consummation by Seller, the Asset Transferors and the Acquired Companies of the transactions contemplated by this Agreement, upon the terms and subject to the conditions set forth in this Agreement, subject to receiving the Requisite Seller Stockholder Approval, (iii) directed that the transactions contemplated by this Agreement be submitted to the stockholders of Seller for approval and (iv) upon the terms and subject to the conditions of this Agreement, resolved to recommend the approval of the transactions contemplated by this Agreement by stockholders of Seller. (c) Neither the execution and delivery by any Selling Party of any Transaction Agreement to which such Selling Party is or will be party thereto, the consummation of any of the transactions contemplated thereby by such Selling Party, nor compliance with or fulfillment of the terms, conditions and provisions thereof by such Selling Party, will: (i) assuming the receipt of all necessary consents, approvals and authorization and the filing of all necessary documents and taking of other actions as described in Section 5.3(c)(ii) and the expiration or termination of any applicable waiting period, subject to obtaining the Requisite Seller Stockholder Approval and assuming the accuracy of the representations and warranties in Section 7.9, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (A) the certificate of incorporation or formation or by-laws or operating agreement (or similar organizational documents) of Seller or the Company, (B) any Material Contract or (C) any Law affecting Seller, any Asset Transferor or any Acquired Company (in each case, solely with respect to the Business), other than, in the case of clauses (B) and (C) above, any such breaches, defaults, rights or loss of rights that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of Seller or its Subsidiaries to perform their respective obligations under, or consummate the transactions contemplated by, this Agreement; or (ii) require Seller, any Asset Transferor or any Acquired Company to obtain the approval, consent, authorization or clearance of any Governmental Body (in each case, solely with respect to the Business), except (A) in connection, or in compliance, with the provisions of the HSR Act, (B) compliance with the applicable requirements of the Securities Act and the Exchange Act, including the filing with the SEC of the Seller Information Statement and the applicable requirements of and filings with the SEC under the Exchange Act, (C) in connection, or in compliance, with the Telecom Regulatory Laws, including approval by the FCC (and, if the FCC refers the transactions contemplated by this Agreement to Team Telecom and Team Telecom requests the FCC to defer approving the transaction until Team Telecom has reviewed transactions contemplated by this Agreement, then also approval by Team Telecom, which may take the form of a notice from Team Telecom to the FCC that Team Telecom has no objection to FCC action regarding the transactions contemplated by this Agreement), (D) pursuant to the DPA, (E) filings as may be required under the rules and regulations of NYSE, (F) compliance with any applicable international, federal or state securities or “blue sky” Law, (G) such filings as may be required in connection with Taxes and (I) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of Seller or its Subsidiaries to perform their respective obligations under, or consummate the transactions contemplated by, this Agreement.

Authorization; Enforceability; Conflicts; Approvals. (a) Each Selling Party Parent has (or, with respect to Acquired Companies and the Asset Transferors, will have as of immediately prior to the Closing) all requisite corporate or equivalent power and authority to enter into the Transaction Agreements to which it is or will be party thereto and, subject to obtaining the Requisite Seller Stockholder Approval (which will be received when the Seller Stockholder Written Consent has been executed and delivered by Parent) and assuming the accuracy of the representations and warranties in Section 7.9, to consummate the transactions contemplated thereby. The execution and delivery by Parent of the Transaction Agreements by each Selling Party that to which Parent is or will be party thereto and the consummation by such Selling Party Parent of the transactions contemplated thereby have been (or, with respect to Acquired Companies and the Asset Transferors, will be as of immediately prior to the Closing) duly authorized by all necessary corporate or equivalent action on the part of such Selling Party that is or will be party theretoParent, and except for obtaining the Requisite Seller Stockholder Approval (which will be received when the Seller Stockholder Written Consent has been executed and delivered by ▇▇▇▇▇▇Parent) and assuming the accuracy of the representations and warranties in Section 7.9, no other corporate proceedings on the part of any Selling Party Parent is necessary to authorize the execution and delivery of each Transaction Agreement by any Selling Party that to which Parent is or will be party thereto and the consummation by such Selling Party Parent of the transactions contemplated thereby. This Agreement has been duly executed and delivered by Seller and the Company ▇▇▇▇▇▇ and (assuming the valid authorization, execution and delivery of this Agreement by ▇▇▇▇▇ Buyer, the Company and ParentSeller) is the legal, valid and binding obligation of Seller and Company Parent enforceable against Seller and the Company Parent in accordance with its terms, and each of the Ancillary Agreements to which a Selling Party Parent is or will be party thereto, upon execution and delivery by such Selling PartyParent, will be (assuming the valid authorization, execution and delivery by Buyer, where ▇▇▇▇▇ Buyer is a party, and any other party or parties thereto) a legal, valid and binding obligation of such Selling Party party thereto, Parent enforceable in accordance with its terms, subject, in the case of each such Transaction Agreement, to bankruptcy, insolvency, reorganization, moratorium and similar Law of general application relating to or affecting creditors’ rights and to general equity principles. (b) The Seller Parent Board, at a meeting duly called and held, has unanimously (i) determined that the entry into this Agreement and the consummation by Seller, the Asset Transferors and the Acquired Companies Parent of the transactions contemplated by this Agreement are advisable and in the best interests of Seller Parent and its stockholders, stockholders and (ii) approved and adopted this Agreement and approved the consummation by Seller, the Asset Transferors Parent and the Acquired Companies Seller of the transactions contemplated by this Agreement, upon the terms and subject to the conditions set forth in this Agreement, subject to receiving the Requisite Seller Stockholder Approval, (iii) directed that the transactions contemplated by this Agreement be submitted to the stockholders of Seller for approval and (iv) upon the terms and subject to the conditions of this Agreement, resolved to recommend the approval of the transactions contemplated by this Agreement by stockholders of Seller. (c) Neither the execution and delivery by any Selling Party Parent of any Transaction Agreement to which such Selling Party Parent is or will be party thereto, the consummation of any of the transactions contemplated thereby by such Selling PartyParent, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by such Selling Party, Parent will: (i) assuming the receipt of all necessary consents, approvals and authorization and the filing of all necessary documents and taking of other actions as described in Section 5.3(c)(ii6.3(c)(ii) and the expiration or termination of any applicable waiting period, subject to obtaining the Requisite Seller Stockholder Approval (which will be received when the Seller Stockholder Written Consent has been executed and delivered by Parent) and assuming the accuracy of the representations and warranties in Section 7.9, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (A) the certificate of incorporation or formation or by-laws or operating agreement (or similar organizational documents) of Seller Parent or the Company, (B) any Material Contract or (C) any Law affecting Seller, any Asset Transferor or any Acquired Company (Parent in each case, solely with respect to of the Business), other than, in the case of clauses clause (B) and (C) above), any such breaches, defaults, rights or loss of rights that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect materially impair or a material adverse effect on materially delay the ability of Seller or its Subsidiaries Parent to perform their respective obligations under, or consummate the transactions contemplated by, this Agreementor perform its obligations under the Transaction Agreements; or (ii) require Seller, any Asset Transferor or any Acquired Company Parent to obtain the approval, consent, authorization or clearance of any Governmental Body (in each case, solely with respect to the Business), except (A) in connection, or in compliance, with the provisions of the HSR Act, (B) compliance with the applicable requirements of the Securities Act and the Exchange Act, including the filing with the SEC of the Seller Information Statement in preliminary and definitive forms and the applicable requirements of and filings with the SEC under the Exchange Act, (C) in connection, or in compliance, with the Telecom Regulatory Laws, including approval by the FCC (and, if the FCC refers the transactions contemplated by this Agreement to Team Telecom and Team Telecom requests the FCC to defer approving the transaction until Team Telecom has reviewed transactions contemplated by this Agreement, then also approval by Team Telecom, which may take the form of a notice from Team Telecom to the FCC that Team Telecom has no objection to FCC action regarding the transactions contemplated by this Agreement), (D) pursuant to the DPA, (E) filings as may be required under the rules and regulations of NYSE, (F) compliance with any applicable international, federal or state securities or “blue sky” Law, (G) such filings as may be required in connection with Taxes Taxes, and (IH) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect materially impair or a material adverse effect on materially delay the ability of Seller or its Subsidiaries Parent to perform their respective obligations under, or consummate the transactions contemplated by, this Agreementor perform its obligations under the Transaction Agreements.

Authorization; Enforceability; Conflicts; Approvals. (a) Each Selling Buyer Party has (or, with respect to Acquired Companies and the Asset Transferors, will have as of immediately prior to the Closing) all requisite corporate or equivalent power and authority to enter into the Transaction Agreements to which it is or will be party thereto and, subject to obtaining the Requisite Seller Stockholder Approval (which will be received when the Seller Stockholder Written Consent has been executed and delivered by Parent) and assuming the accuracy of the representations and warranties in Section 7.9, to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Agreements by each Selling Buyer Party that is or will be party thereto and the consummation by such Selling Buyer Party of the transactions contemplated thereby have been (or, with respect to Acquired Companies and the Asset Transferors, will be as of immediately prior to the Closing) duly authorized by all necessary corporate or equivalent action on the part of such Selling Buyer Party that is or will be party thereto, thereto and except for obtaining by all necessary corporate or equivalent action on the Requisite Seller Stockholder Approval (which will be received when the Seller Stockholder Written Consent has been executed part of Deutsche Telekom AG and delivered by ▇▇▇▇▇▇) and assuming the accuracy of the representations and warranties in Section 7.9, no other corporate proceedings proceeding on the part of any Selling Buyer Party or Deutsche Telekom AG is necessary to authorize the execution and delivery of each Transaction Agreement by any Selling Buyer Party that is or will be party thereto and the consummation by such Selling Buyer Party of the transactions contemplated thereby. This Agreement has been duly executed and delivered by Seller and the Company ▇▇▇▇▇ and (assuming the valid authorization, execution and delivery of this Agreement by ▇▇▇▇▇ Seller, Parent and Parentthe Company) is the legal, valid and binding obligation of Seller and Company Buyer enforceable against Seller and the Company Buyer in accordance with its terms, and each of the Ancillary Agreements to which a Selling Buyer Party is or will be party thereto, upon execution and delivery by such Selling Buyer Party, will be (assuming the valid authorization, execution and delivery by BuyerSeller, where ▇▇▇▇▇ Seller is a partyparty thereto, Parent, where Parent is a party thereto and any other party or parties thereto) a legal, valid and binding obligation of such Selling Buyer Party party thereto, enforceable in accordance with its terms, subject, in the case of each such Transaction Agreement, to bankruptcy, insolvency, reorganization, moratorium and similar Law of general application relating to or affecting creditors’ rights and to general equity principles. (b) The Seller Board, at a meeting duly called and held, has unanimously (i) determined that the entry into this Agreement and the consummation by Seller, the Asset Transferors and the Acquired Companies of the transactions contemplated by this Agreement are advisable and in the best interests of Seller and its stockholders, (ii) approved and adopted this Agreement and approved the consummation by Seller, the Asset Transferors and the Acquired Companies of the transactions contemplated by this Agreement, upon the terms and subject to the conditions set forth in this Agreement, subject to receiving the Requisite Seller Stockholder Approval, (iii) directed that the transactions contemplated by this Agreement be submitted to the stockholders of Seller for approval and (iv) upon the terms and subject to the conditions of this Agreement, resolved to recommend the approval of the transactions contemplated by this Agreement by stockholders of Seller. (c) Neither the execution and delivery by any Selling Buyer Party of any Transaction Agreement to which such Selling Buyer Party is or will be party thereto, the consummation of any of the transactions contemplated thereby by such Selling Party, nor Buyer Party and compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by such Selling Party, willBuyer Party will not: (i) assuming the receipt of all necessary consents, consents and approvals and authorization and the filing of all necessary documents and taking of other actions as described in Section 5.3(c)(ii7.2(b)(ii) and the expiration or termination of any applicable waiting period, subject to obtaining the Requisite Seller Stockholder Approval and assuming the accuracy of the representations and warranties in Section 7.9, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (A) the certificate of incorporation or formation or by-laws of Buyer or operating agreement (or similar organizational documents) of Seller or the Company, (B) any Material Contract or (C) any Law affecting Seller, any Asset Transferor or any Acquired Company (in each case, solely with respect to the Business)Buyer, other than, in the case of clauses clause (B) and (C) above, any such breaches, defaults, rights or loss of rights that would notthat, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect would not materially impair or a material adverse effect on materially delay the ability of Seller or its Subsidiaries Buyer to perform their respective obligations under, or consummate the transactions contemplated by, this Agreementor perform its obligations under, the Transaction Agreements; or (ii) require Seller, any Asset Transferor or any Acquired Company Buyer to obtain the approval, consent, authorization or clearance of any Governmental Body (in each case, solely with respect to the Business)Body, except (A) in connection, or in compliance, with the provisions of the HSR Act, (B) compliance with the applicable requirements of the Securities Act and the Exchange Act, including the filing with the SEC of the Seller Information Statement and the applicable requirements of and filings with the SEC under the Exchange Act, (C) in connection, or in compliance, with the Telecom Regulatory Laws, including approval by the FCC (and, if the FCC refers the transactions contemplated by this Agreement to Team Telecom and Team Telecom requests the FCC to defer approving the transaction until Team Telecom has reviewed transactions contemplated by this Agreement, then also approval by Team Telecom, which may take the form of a notice from Team Telecom to the FCC that Team Telecom has no objection to FCC action regarding the transactions contemplated by this Agreement), (DC) pursuant to the DPA, (ED) filings as may be required under the rules and regulations of NYSEthe Nasdaq Global Select Market, (F) compliance with any applicable international, federal or state securities or “blue sky” Law, (GE) such filings as may be required in connection with Taxes and (IF) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect materially impair or a material adverse effect on materially delay the ability of Seller or its Subsidiaries Buyer to perform their respective obligations under, or consummate the transactions contemplated by, this Agreementor perform its obligations under, the Transaction Agreements.