Common use of Corporate Authority; Non-contravention Clause in Contracts

Corporate Authority; Non-contravention. Each of AllCom and Gateway have all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicable, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of AllCom and Gateway and the consummation by each of AllCom and Gateway of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each of AllCom and Gateway. This Agreement has been duly executed and when delivered by each of AllCom and Gateway, shall constitute a valid and binding obligation of each of AllCom and Gateway, enforceable against AllCom and Gateway in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or Assets of AllCom and Gateway under, (i) the articles of incorporation, bylaws, or other charter documents of each of AllCom and Gateway, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to each of AllCom or Gateway, each of its properties or Assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, Order, decree, statute, Law, ordinance, rule, regulation or arbitration award applicable to each of AllCom and Gateway, each of its properties or Assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in the aggregate could not have a Material Adverse Effect with respect to AllCom or could not prevent, hinder or materially delay the ability of AllCom to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. Each of AllCom and Gateway have Pubco has all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of its stockholders, as applicable, and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by each of AllCom and Gateway Pubco and the consummation by each of AllCom and Gateway Pubco of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of each of AllCom and GatewayPubco. This Agreement has been duly executed and when delivered by each of AllCom and GatewayPubco, shall constitute a valid and binding obligation of each of AllCom and GatewayPubco, enforceable against AllCom and Gateway Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties properties, securities or Assets of AllCom and Gateway Pubco under, (i) the articles Certificate of incorporationIncorporation, bylawsBylaws, or other charter documents of each of AllCom and GatewayPubco, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to each of AllCom or GatewayPubco, each of its properties properties, securities or Assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, Order, decree, statute, Law, ordinance, rule, regulation or arbitration award applicable to each of AllCom and GatewayPubco, each of its properties properties, securities or Assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in the aggregate could not have a Material Adverse Effect with respect to AllCom Pubco or could not prevent, hinder or materially delay the ability of AllCom Pubco to consummate the transactions contemplated by this AgreementTransactions.