or written consent of the holders of a majority of the outstanding shares of Company Preferred Stock entitled to vote thereon (the Company Preferred Shareholder Approval and, together with the Company Common Shareholder Approval, the Company Shareholder Approvals) are the only votes or consents of the Companys shareholders necessary to approve this Agreement and approve the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent, constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar Laws affecting or relating to creditors rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the Remedies Exceptions).
(b) Other than in connection with or in compliance with (i) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, (ii) the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the Exchange Act), (iii) the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the Securities Act), (iv) applicable state securities, takeover and blue sky laws, (v) the rules and regulations of the NASDAQ Global Select Market (NASDAQ), (vi) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the HSR Act), and any antitrust, competition or similar laws outside of the United States and (vii) the approvals set forth in Section 3.3(b) of the Company Disclosure Schedule (collectively, the Company Approvals), and, subject to the accuracy of the representations and warranties of Parent in Section 4.3(b), no authorization, consent, clearance, order, license, permit or approval of, or registration, declaration, notice or filing with, any United States federal, state or local, or foreign or multinational, governmental or regulatory agency, commission, court, tribunal, body, entity or authority, independent system operator, regional transmission organization, other market administrator, or national, regional or state reliability organization (each, a Governmental Entity) is necessary, under applicable Law, for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, clearances, orders, licenses, permits, approvals, registrations, declarations, notices or filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) The execution and delivery by the Company of this Agreement do not, and (assuming the Company Approvals and the Company Shareholder Approvals are obtained or, if no Company Preferred Approval Event occurs, then, in lieu of the Company Preferred Shareholder Approval only, subject to the completion of the Preferred Redemption in accordance with Section 5.19) the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of the Company or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or
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