Common use of Corporate Authority and Approval Clause in Contracts

Corporate Authority and Approval. The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, subject only to (i) adoption of this Agreement by the holders of a majority of the outstanding Class A Shares entitled to vote on such matter at a meeting duly called and held for such purpose (the “Class A Requisite Vote”), (ii) the adoption of this Agreement by the holders of a majority of the outstanding Common Voting Shares entitled to vote on such matter at a meeting duly called and held for such purposes (the “Common Shares Requisite Vote”) and (iii) the adoption of this Agreement by the holders of a majority of the voting power of the Company entitled to vote thereon (together with the Class A Requisite Vote and the Common Shares Requisite Vote, the “Company Requisite Vote”). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company 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 general equity principles (the “Bankruptcy and Equity Exception”). As of the date of this Agreement, the board of directors of the Company has (i) (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company and its shareholders, (B) approved the Merger and the other transactions contemplated hereby, (C) approved and declared advisable this Agreement, and (D) subject to Section 6.2, resolved to recommend the adoption of this Agreement to the holders of Class A Shares and to the holders of Common Voting Shares (the “Company Recommendation”), and (ii) directed that this Agreement be submitted to the holders of Shares for their adoption. The board of directors of the Company has taken all action so that Parent will not be an “interested shareholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Chapter 1704 of the OGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby. The Company Requisite Vote is the only vote of holders of any class or series of capital stock of the Company necessary to adopt this Agreement and to consummate the Merger and the other transactions contemplated hereby under applicable Law or the Company Articles of Incorporation or Company Code of Regulations.

Corporate Authority and Approval. The Company Each of Parent and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, subject only to to, in the case of the consummation of the Merger and the other transactions contemplated hereby (i) adoption the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of all the outstanding Class A Shares votes entitled to vote on such matter at a meeting duly called be cast thereon by holders of shares of Series A Preferred Stock, and held for such purpose (the “Class A Requisite Vote”), (ii) the adoption approval of the issuance of shares of Series C Common Stock in connection with the Merger as contemplated by this Agreement by the affirmative vote of the holders of outstanding Parent Common Stock and Series A Preferred Stock representing a majority of the outstanding Common Voting Shares entitled votes cast with respect to vote on such matter at a meeting duly called and held for such purposes approval (the “Common Shares Requisite Vote”) and (iii) the adoption of this Agreement by the holders of a majority of the voting power of the Company entitled to vote thereon (together with the Class A Requisite Vote and the Common Shares Requisite Votecollectively, the “Company Parent Requisite Vote”). This Agreement has been duly executed and delivered by the Company Parent and Merger Sub and constitutes a valid and binding agreement of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub 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 general equity principles (the “Bankruptcy and Equity Exception”). As of the date of this Agreement, the board of directors of the Company Parent has unanimously by those voting (i) (A) unanimously determined that the terms of this Agreement, the Merger is and the other transactions contemplated hereby are fair to, and in the best interests of, the Company Parent and its shareholdersstockholders, (B) approved the Merger and the other transactions contemplated hereby, (C) approved and declared advisable this Agreement, Agreement and the transactions contemplated hereby and (DC) subject to Section 6.26.3, resolved to recommend that Parent stockholders vote in favor of the adoption issuance of this Agreement to shares of Series C Common Stock in connection with the holders of Class A Shares and to the holders of Common Voting Shares Merger (the “Company Parent Recommendation”), ) and (ii) directed that this Agreement such matter be submitted to the holders of Shares for their adoption. The board of directors consideration of the Company has taken all action so that stockholders of Parent will not be an “interested shareholder” or prohibited from entering into or consummating a “business combination” with at the Company (in each case, as such term is used in Chapter 1704 of the OGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby. The Company Requisite Vote is the only vote of holders of any class or series of capital stock of the Company necessary to adopt this Agreement and to consummate the Merger and the other transactions contemplated hereby under applicable Law or the Company Articles of Incorporation or Company Code of RegulationsParent Stockholders Meeting.

Corporate Authority and Approval. (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement hereunder and to consummate the Offer and the Merger, subject only to (i) adoption of this Agreement by the holders of a majority consummation of the outstanding Class A Shares entitled to vote on such matter at a meeting duly called Offer in accordance with the terms hereof and held for such purpose assuming the accuracy of Parent’s and Purchaser’s representations and warranties set in forth Section 5.2(i) (No Ownership of Company Common Stock) and that the “Class A Requisite Vote”), (iiMerger is consummated in accordance with Section 251(h) the adoption of this Agreement by the holders of a majority of the outstanding Common Voting Shares entitled to vote on such matter at a meeting duly called and held for such purposes (the “Common Shares Requisite Vote”) and (iii) the adoption of this Agreement by the holders of a majority of the voting power of the Company entitled to vote thereon (together with the Class A Requisite Vote and the Common Shares Requisite Vote, the “Company Requisite Vote”)DGCL. This Agreement has been duly executed and delivered by the Company and (assuming the due and valid execution hereof by Parent and Merger Sub) constitutes a valid and binding agreement of the Company, enforceable against the Company 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 general equity principles (the “Bankruptcy and Equity Exception”). As of On or prior to the date of this Agreement, the board of directors of the Company has unanimously (i) (A) unanimously determined that the Merger it is fair to, and in the best interests of, of the Company and its shareholdersstockholders to enter into this Agreement, (Bii) approved the Merger execution and delivery of this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, upon the terms and subject to the conditions set forth herein, (iii) declared advisable this Agreement and the transactions contemplated hereby, (C) approved and declared advisable this Agreement, and (Div) subject to Section 6.26.2 and the terms and conditions of this Agreement, resolved to recommend the adoption of this Agreement to the holders of Shares accept the Offer by tendering their Class A Shares and to Merger Sub pursuant to the holders of Common Voting Shares Offer (the “Company Recommendation”), and (ii) directed that this Agreement be submitted to the holders of Shares for their adoption. The board of directors of the Company has taken all action so that Parent will not be an “interested shareholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Chapter 1704 of the OGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby. The Company Requisite Vote is the only vote of holders of any class or series of capital stock of the Company necessary to adopt this Agreement and to consummate the Merger and the other transactions contemplated hereby under applicable Law or the Company Articles of Incorporation or Company Code of Regulations.

Corporate Authority and Approval. The Company has all requisite necessary corporate power and authority to execute and has taken all corporate action necessary in order deliver this Agreement, to execute, deliver and perform its obligations under this Agreement hereunder and to consummate the Mergertransactions contemplated hereby. The execution, subject only to (i) adoption delivery and performance of this Agreement by the holders of a majority Company and the consummation by the Company of the outstanding Class A Shares entitled transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to vote on such matter at a meeting duly called authorize the execution, delivery and held for such purpose (the “Class A Requisite Vote”), (ii) the adoption performance of this Agreement by or to consummate the holders of a majority transactions contemplated hereby, including the Merger, other than in the case of the outstanding Common Voting Shares entitled to vote on such matter at a meeting duly called and held for such purposes Merger, (the “Common Shares Requisite Vote”) and (iiii) the adoption affirmative vote of this Agreement by the holders of a majority of the voting power of the Company shares of Class A Common Stock and Class B Common Stock (voting together as one class) issued and outstanding and entitled to vote thereon at a special meeting of stockholders (together the “Requisite Company Vote”) and (ii) the filing with the Class A Requisite Vote and Secretary of State of the Common Shares Requisite Vote, State of Delaware of the “Company Requisite Vote”)Certificate of Merger as required by the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity principles or at law) (the “Bankruptcy and Equity Exception”). As of the date of this Agreement, the board of directors of the Company has (i) (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company and its shareholders, (B) approved the Merger and the other transactions contemplated hereby, (C) approved and declared advisable this Agreement, and (D) subject to Section 6.2, resolved to recommend the adoption of this Agreement to the holders of Class A Shares and to the holders of Common Voting Shares (the “Company Recommendation”), and (ii) directed that this Agreement be submitted to the holders of Shares for their adoption. The board of directors of the Company has taken all action so that Parent will duly adopted resolutions, which have not be an “interested shareholder” subsequently been rescinded or prohibited from entering into or consummating a “business combination” with modified in any way, adopting the Company (in each case, as such term is used in Chapter 1704 of the OGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated herebyBoard Actions. The Requisite Company Requisite Vote is the only vote of holders of any class or series of the Company’s share capital stock of the Company or other securities necessary to approve or adopt this Agreement and to consummate the Merger and the other transactions contemplated hereby under applicable Law or hereby, including the Company Articles of Incorporation or Company Code of RegulationsMerger.

Corporate Authority and Approval. The Company Each of SPX and the Other SPX Sellers has all requisite corporate power and authority to enter into, deliver and has taken perform its obligations under, this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. SPX and each of its Affiliates have all requisite corporate action necessary in order or other similar power, as the case may be, and authority to executeenter into, deliver and perform its obligations under the other agreements, documents and instruments to be executed and delivered by them in connection with this Agreement and the Ancillary Agreements and to consummate the Merger, subject only to (i) adoption transactions contemplated thereby. The execution and delivery of this Agreement and the Ancillary Agreements by each of SPX and the holders Other SPX Sellers, the performance by each of a majority SPX and the Other SPX Sellers of its obligations hereunder and thereunder, and the consummation by each of SPX and the Other SPX Sellers of the outstanding Class A Shares entitled transactions contemplated hereby and thereby, and the execution, delivery and performance of the other agreements, documents and instruments to vote on such matter at a meeting duly called be executed and held for such purpose (the “Class A Requisite Vote”), (ii) the adoption of delivered in connection with this Agreement or the Ancillary Agreements by SPX and its Affiliates which are a party thereto and the holders of a majority consummation of the outstanding Common Voting Shares entitled transactions contemplated thereby, have been duly authorized by all requisite corporate or similar action on the part of each such Person. No vote or approval of the stockholders of SPX is required for SPX to vote on such matter at a meeting duly called and held for such purposes (the “Common Shares Requisite Vote”) and (iii) the adoption of enter into, deliver or perform its obligations under this Agreement by or the holders of a majority of the voting power of the Company entitled to vote thereon (together with the Class A Requisite Vote and the Common Shares Requisite Vote, the “Company Requisite Vote”)Ancillary Agreements. This Agreement has been duly executed and delivered by each of SPX and the Company Other SPX Sellers and (assuming the valid authorization, execution, and delivery of this Agreement by GE and GE Canada) constitutes a legal, valid and binding agreement obligation of each of SPX and the Company, Other SPX Sellers enforceable against the Company such Person in accordance with its terms, subject except to the extent such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and or other similar Laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity principles (the “Bankruptcy and Equity Exception”regardless of whether enforcement is considered in a proceeding in equity or at law). As The Tax Matters Agreement has been duly executed and delivered by SPX and its Affiliates which are a party thereto and (assuming the valid authorization, execution, and delivery of the date Tax Matters Agreement by GE and the Purchasing Entities which are a party thereto) constitutes a legal, valid and binding obligation of this Agreement, the board each of directors of the Company has (i) (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company SPX and its shareholdersAffiliates which are a party thereto, enforceable against each such Person in accordance with its terms, except to the extent such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws relating to or affecting creditors’ rights generally and to general principles of equity (B) approved the Merger regardless of whether enforcement is considered in a proceeding in equity or at law). The Ancillary Agreements and the other transactions contemplated herebyagreements, (C) approved documents and declared advisable this Agreement, instruments to be executed and (D) subject to Section 6.2, resolved to recommend the adoption of this Agreement to the holders of Class A Shares and to the holders of Common Voting Shares (the “Company Recommendation”), and (ii) directed that this Agreement be submitted to the holders of Shares for their adoption. The board of directors of the Company has taken all action so that Parent will not be an “interested shareholder” or prohibited from entering into or consummating a “business combination” delivered in connection with the Company (in each case, as such term is used in Chapter 1704 of the OGCL) as a result of the execution of this Agreement or the consummation Ancillary Agreements at the Closing will be duly executed and delivered by SPX and its Affiliates which are a party thereto and (assuming, if applicable, the valid authorization, execution, and delivery thereof by the other parties thereto) will constitute the legal, valid and binding obligations of SPX and such Affiliates which are a party thereto, enforceable against each such Person in accordance with their respective terms, except to the transactions in the manner contemplated hereby. The Company Requisite Vote is the only vote of holders of any class extent such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or series of capital stock of the Company necessary other similar Laws relating to adopt this Agreement or affecting creditors’ rights generally and to consummate the Merger and the other transactions contemplated hereby under applicable Law general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or the Company Articles of Incorporation or Company Code of Regulationsat law).

Corporate Authority and Approval. (a) The Company has and Symbotic have, and following the Company Reorganization will have, all requisite corporate limited liability company power and authority and each has taken all corporate company action necessary in order to execute, deliver and perform its obligations under this Agreement and each Transaction Document to which it is a party and to consummate the MergerTransactions, subject only to (i) adoption approval of this Agreement and the Company Merger Agreement by the (a) holders of a majority of the issued and outstanding Company Class A Shares entitled to vote on such matter at a meeting duly called and held for such purpose (the “Class A Requisite Vote”)Units, (iib) the adoption of this Agreement by the holders of a majority of the issued and outstanding Common Voting Shares entitled to vote on such matter at a meeting duly called and held for such purposes Company Class B Preferred Units, (the “Common Shares Requisite Vote”c) and (iii) the adoption of this Agreement by the holders of a majority of the voting power issued and outstanding Company Class X-0 Xxxxxxxxx Xxxxx, (x) holders of a majority of the issued and outstanding Company entitled to vote thereon Class B-2 Preferred Units and (together with e) holders of a majority of the issued and outstanding Company Class A Requisite Vote and the Common Shares Requisite VoteC Units (collectively, the “Company Requisite VoteApproval”). This Agreement has been been, and each Transaction Document to which it is a party will be, duly executed and delivered by each of the Company and constitutes Symbotic and, assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute at the Closing, as applicable, a valid and binding agreement of the CompanyCompany and Symbotic, as applicable, enforceable against the Company and Symbotic, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). As of the date of this Agreement, the board of directors of the Company has (i) (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company and its shareholders, (B) approved the Merger and the other transactions contemplated hereby, (C) approved and declared advisable this Agreement, and (D) subject to Section 6.2, resolved to recommend the adoption of this Agreement to the holders of Class A Shares and to the holders of Common Voting Shares (the “Company Recommendation”), and (ii) directed that this Agreement be submitted to the holders of Shares for their adoption. The board of directors of the Company has taken all action so that Parent will not be an “interested shareholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Chapter 1704 of the OGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby. The Company Requisite Vote Approval is the only vote of the holders of any class or series of capital stock of the Company necessary required to approve and adopt this Agreement and the Transaction Documents to consummate the Merger and the other transactions contemplated hereby under applicable Law or which the Company Articles of Incorporation or is a party and to approve the Transactions. The Company Code of RegulationsWritten Consent, when executed and delivered by the Requisite Equityholders, will satisfy the Company Requisite Approval.

Corporate Authority and Approval. The Company Each of the SPX Sellers has all requisite corporate power or other similar power, as the case may be, and authority and has taken all corporate action necessary in order to executeenter into, deliver and perform its obligations under under, this Agreement and the Ancillary Agreements and to consummate the Merger, subject only to (i) adoption transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by the holders of a majority each of the outstanding Class A Shares entitled SPX Sellers party hereto and thereto, the performance by each of the SPX Sellers of its obligations hereunder and thereunder, and the consummation by each of the SPX Sellers of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate or similar action on the part of each such Person. No vote or approval of the stockholders of SPX is required for SPX to vote on such matter at a meeting duly called and held for such purpose (the “Class A Requisite Vote”)enter into, (ii) the adoption of deliver or perform its obligations under this Agreement by or the holders of a majority of the outstanding Common Voting Shares entitled to vote on such matter at a meeting duly called and held for such purposes (the “Common Shares Requisite Vote”) and (iii) the adoption of this Agreement by the holders of a majority of the voting power of the Company entitled to vote thereon (together with the Class A Requisite Vote and the Common Shares Requisite Vote, the “Company Requisite Vote”)Ancillary Agreements. This Agreement has been duly executed and delivered by each of the Company SPX Sellers party hereto and (assuming the valid authorization, execution, and delivery of this Agreement by Purchaser) constitutes a legal, valid and binding agreement obligation of each of the Company, SPX Sellers party hereto enforceable against the Company such Person in accordance with its terms, subject except to the extent such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and or other similar Laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity principles (the “Bankruptcy and Equity Exception”regardless of whether enforcement is considered in a proceeding in equity or at law). As of The Ancillary Agreements will be duly executed and delivered by SPX and its Affiliates (including the date of this AgreementOther SPX Sellers) which are party thereto and (assuming, if applicable, the board of directors of the Company has (i) (A) unanimously determined that the Merger is fair tovalid authorization, execution, and in the best interests of, the Company and its shareholders, (B) approved the Merger and delivery thereof by the other transactions contemplated herebyparties thereto) will constitute the legal, (C) approved valid and declared advisable this Agreementbinding obligations of SPX and such Affiliates which are a party thereto, and (D) subject to Section 6.2enforceable against each such Person in accordance with their respective terms, resolved to recommend the adoption of this Agreement except to the holders of Class A Shares extent such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws relating to or affecting creditors’ rights generally and to the holders general principles of Common Voting Shares equity (the “Company Recommendation”regardless of whether enforcement is considered in a proceeding in equity or at law), and (ii) directed that this Agreement be submitted to the holders of Shares for their adoption. The board of directors of the Company has taken all action so that Parent will not be an “interested shareholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Chapter 1704 of the OGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby. The Company Requisite Vote is the only vote of holders of any class or series of capital stock of the Company necessary to adopt this Agreement and to consummate the Merger and the other transactions contemplated hereby under applicable Law or the Company Articles of Incorporation or Company Code of Regulations.