Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The execution, delivery and performance by Xoom, Xenon 2 and each of their respective Subsidiaries of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements to which Xoom, Xenon 2 or their respective Subsidiaries is a party and the consummation by Xoom, Xenon 2 and each of their respective Subsidiaries of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Xoom, Xenon 2 and each of their respective Subsidiaries, subject to obtaining, in the case of the Xenon 2 Merger Agreement, the Stockholder Approval (as defined therein), and, in the case of the Existing Merger Agreement and this Agreement, the affirmative vote of the holders of a majority of the outstanding shares of common stock of Xenon 2 (the "XENON 2 STOCKHOLDER APPROVAL"). The Board of Directors of Xoom, by resolutions duly adopted by unanimous vote with one abstention at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly determined that each of the Existing Merger Agreement and this Agreement is advisable for Xoom and its stockholders, approved each of the Existing Merger Agreement and this Agreement and the Merger and recommended that the stockholders of Xoom adopt the Xenon 2 Merger Agreement and approve the transactions contemplated thereby and vote in favor of Xoom, as sole stockholder of Xenon 2, adopting the NMC Agreement at the Xenon 2 Stockholder Meeting. Each of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Option Agreement and the Voting Agreement has been, and each of the other Implementing Agreements to which Xoom, Xenon 2 or any of their respective Subsidiaries is a party will on the Closing Date be, duly executed and delivered by Xoom, Xenon 2 and each of their respective Subsidiaries and constitutes or, in the case of the other Implementing Agreements, upon execution thereof will constitute, a valid and legally binding obligation of Xoom, Xenon 2 and each of their respective Subsidiaries, enforceable against each in accordance with their respective terms.

Authorization and Validity of Agreement. The execution, delivery --------------------------------------- and performance by Xoom, Xenon 2 and each of their respective Subsidiaries of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements to which Xoom, Xenon 2 or their respective Subsidiaries is a party and the consummation by Xoom, Xenon 2 and each of their respective Subsidiaries of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Xoom, Xenon 2 and each of their respective Subsidiaries, subject to obtaining, in the case of the Xenon 2 Merger Agreement, the Stockholder Approval (as defined therein), and, in the case of the Existing Merger Agreement and this Agreement, the affirmative vote of the holders of a majority of the outstanding shares of common stock of Xenon 2 (the "XENON Xenon 2 STOCKHOLDER APPROVAL------- Stockholder Approval"). The Board of Directors of Xoom, by -------------------- resolutions duly adopted by unanimous vote with one abstention at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly determined that each of the Existing Merger Agreement and this Agreement is advisable for Xoom and its stockholders, approved each of the Existing Merger Agreement and this Agreement and the Merger and recommended that the stockholders of Xoom adopt the Xenon 2 Merger Agreement and approve the transactions contemplated thereby and vote in favor of Xoom, as sole stockholder of Xenon 2, adopting the NMC Agreement at the Xenon 2 Stockholder Meeting. Each of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Option Agreement and the Voting Agreement has been, and each of the other Implementing Agreements to which Xoom, Xenon 2 or any of their respective Subsidiaries is a party will on the Closing Date be, duly executed and delivered by Xoom, Xenon 2 and each of their respective Subsidiaries and constitutes or, in the case of the other Implementing Agreements, upon execution thereof will constitute, a valid and legally binding obligation of Xoom, Xenon 2 and each of their respective Subsidiaries, enforceable against each in accordance with their respective terms.

Authorization and Validity of Agreement. The execution, delivery --------------------------------------- and performance by Xoom, Xenon 2 Xoom and each of their respective its Subsidiaries of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements to which Xoom, Xenon 2 Xoom or their respective its Subsidiaries is a party and the consummation by Xoom, Xenon 2 Xoom and each of their respective its Subsidiaries of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Xoom, Xenon 2 Xoom and each of their respective its Subsidiaries, subject to obtaining, in the case of the Xenon 2 Merger Agreement, the Stockholder Approval (as defined therein), and, in the case of the Existing Merger Agreement and this Agreement, obtaining the affirmative vote of the holders of a majority of the outstanding shares of common stock of Xenon 2 Xoom Stock (the "XENON 2 STOCKHOLDER APPROVALStockholder Approval"). -------------------- The Stockholder Approval is the only vote of the holders of any class or series of Xoom"s securities necessary to adopt this Agreement and approve the transactions contemplated hereby. On or before the date hereof, the Board of Directors of Xoom, by resolutions duly adopted by unanimous vote with one abstention at a meeting duly called and held held, by the unanimous vote of the directors present at such meeting and not subsequently rescinded or modified in any way, has duly abstaining (i) determined that each of this Agreement, the Existing Merger Agreement and this Agreement is advisable for Xoom and its stockholdersOption Agreement, approved each of the Existing Merger Agreement and this Agreement Voting Agreement, and the Merger and recommended the other transactions contemplated hereby and thereby, are advisable, (ii) declared the advisability of and approved this Agreement, the Option Agreement, the Voting Agreement and each of the Implementing Agreements, and (iii) resolved to recommend that the stockholders holders of shares of Xoom Stock adopt the Xenon 2 Merger this Agreement and approve the transactions contemplated thereby and vote in favor of Xoom, as sole stockholder of Xenon 2, adopting the NMC Agreement at the Xenon 2 Stockholder MeetingMerger. Each of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Option Agreement and the Voting Agreement has been, and each of the other Implementing Agreements to which Xoom, Xenon 2 Xoom or any of their respective its Subsidiaries is a party will on the Closing Date be, duly executed and delivered by Xoom, Xenon 2 Xoom and each of their respective its Subsidiaries and constitutes or, in the case of the other Implementing Agreements, upon execution thereof will constitute, a valid and legally binding obligation of Xoom, Xenon 2 Xoom and each of their respective its Subsidiaries, enforceable against each in accordance with their respective terms.

Authorization and Validity of Agreement. The execution, delivery --------------------------------------- and performance by Xoom, Xenon 2 and each of their respective Subsidiaries of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements to which Xoom, Xenon 2 or their respective Subsidiaries is a party and the consummation by Xoom, Xenon 2 and each of their respective Subsidiaries of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Xoom, Xenon 2 and each of their respective Subsidiaries, subject to obtaining, in the case of the Xenon 2 Merger Agreement, the Stockholder Approval (as defined therein), and, in the case of the Existing Merger Agreement and this Agreement, the affirmative vote of the holders of a majority of the outstanding shares of common stock of Xenon 2 (the "XENON Xenon 2 STOCKHOLDER APPROVALStockholder Approval"). The Board of Directors of Xoom, by ---------------------------- resolutions duly adopted by unanimous vote with one abstention at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly determined that each of the Existing Merger Agreement and this Agreement is advisable for Xoom and its stockholders, approved each of the Existing Merger Agreement and this Agreement and the Merger and recommended that the stockholders of Xoom adopt the Xenon 2 Merger Agreement and approve the transactions contemplated thereby and vote in favor of Xoom, as sole stockholder of Xenon 2, adopting the NMC Agreement at the Xenon 2 Stockholder Meeting. Each of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Option Agreement and the Voting Agreement has been, and each of the other Implementing Agreements to which Xoom, Xenon 2 or any of their respective Subsidiaries is a party will on the Closing Date be, duly executed and delivered by Xoom, Xenon 2 and each of their respective Subsidiaries and constitutes or, in the case of the other Implementing Agreements, upon execution thereof will constitute, a valid and legally binding obligation of Xoom, Xenon 2 and each of their respective Subsidiaries, enforceable against each in accordance with their respective terms.

Authorization and Validity of Agreement. Parent, Holdco, Merger Sub 1 and Merger Sub 2 have all requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Parent Vote, the adoption of this Agreement by Holdco in its capacities as the sole stockholder of each of Merger Sub 1 and Merger Sub 2 and the adoption of this Agreement by Parent in its capacity as the sole stockholder of Holdco, perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby. The executionexecution and delivery of this Agreement by Parent, delivery Holdco, Merger Sub 1 and Merger Sub 2 and the performance by XoomParent, Xenon Holdco, Merger Sub 1 and Merger Sub 2 and each of their respective Subsidiaries of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements to which Xoom, Xenon 2 or their respective Subsidiaries is a party obligations hereunder and the consummation by Xoom, Xenon 2 and each of their respective Subsidiaries of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Parent, the Board of Directors of Holdco, the Board of Directors of Merger Sub 1 and the Board of Directors of Merger Sub 2, as applicable, and all other necessary corporate action on the part of XoomParent, Xenon Holdco, Merger Sub 1 and Merger Sub 2, other than the Required Parent Vote, the adoption of this Agreement by Holdco in its capacities as the sole stockholder of each of Merger Sub 1 and Merger Sub 2 and each the adoption of their respective Subsidiaries, subject to obtaining, in the case of the Xenon 2 Merger Agreement, the Stockholder Approval (as defined therein), and, in the case of the Existing Merger Agreement and this Agreement, the affirmative vote of the holders of a majority of the outstanding shares of common stock of Xenon 2 (the "XENON 2 STOCKHOLDER APPROVAL"). The Board of Directors of Xoom, by resolutions duly adopted by unanimous vote with one abstention at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly determined that each of the Existing Merger Agreement and this Agreement is advisable for Xoom by Parent in its capacity as the sole stockholder of Holdco, and its stockholdersno other corporate proceedings on the part of Parent, approved each of the Existing Holdco, Merger Agreement and Sub 1 or Merger Sub 2 are necessary to authorize this Agreement and the Merger and recommended that the stockholders of Xoom adopt the Xenon 2 Merger Agreement and approve the transactions contemplated thereby and vote in favor of Xoomhereby. Holdco, as the sole stockholder of Xenon each of Merger Sub 1 and Merger Sub 2, adopting will, promptly following the NMC execution and delivery of this Agreement at the Xenon 2 Stockholder Meeting. Each of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Option Agreement and the Voting Agreement has been, and by each of the other Implementing Agreements to which Xoomparties hereto, Xenon 2 or any adopt this Agreement. Parent, as the sole stockholder of their respective Subsidiaries is a party will on Holdco, will, promptly following the Closing Date beexecution and delivery of this Agreement by each of the parties hereto, adopt this Agreement. This Agreement has been duly and validly executed and delivered by XoomParent, Xenon Holdco, Merger Sub 1 and Merger Sub 2 and, assuming due execution and each of their respective Subsidiaries and constitutes ordelivery by the Company, in the case of the other Implementing Agreementsshall constitute a legal, upon execution thereof will constitute, a valid and legally binding obligation of Xoom, Xenon 2 and each of their respective SubsidiariesParent, Holdco, Merger Sub 1 and Merger Sub 2, enforceable against each of Parent, Holdco, Merger Sub 1 and Merger Sub 2 in accordance with their respective its terms, subject to (a) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (b) general equitable principles (whether considered in a Proceeding in equity or at law).

Authorization and Validity of Agreement. Parent, Holdco, Merger Sub 1 and Merger Sub 2 have all requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Parent Vote, the adoption of this Agreement by Holdco in its capacities as the sole stockholder of each of Merger Sub 1 and Merger Sub 2 and the adoption of this Agreement by Parent in its capacity as the sole stockholder of Holdco, perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby. The executionexecution and delivery of this Agreement by Parent, delivery Holdco, Merger Sub 1 and Merger Sub 2 and the performance by XoomParent, Xenon Holdco, Merger Sub 1 and Merger Sub 2 and each of their respective Subsidiaries of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements to which Xoom, Xenon 2 or their respective Subsidiaries is a party obligations hereunder and the consummation by Xoom, Xenon 2 and each of their respective Subsidiaries of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Parent, the Board of Directors of Holdco, the Board of Directors of Merger Sub 1 and the Board of Directors of Merger Sub 2, as applicable, and all other necessary corporate action on the part of XoomParent, Xenon Holdco, Merger Sub 1 and Merger Sub 2, other than the Required Parent Vote, the adoption of this Agreement by Holdco in its capacities as the sole stockholder of each of Merger Sub 1 and Merger Sub 2 and each the adoption of their respective Subsidiaries, subject to obtaining, in the case of the Xenon 2 Merger Agreement, the Stockholder Approval (as defined therein), and, in the case of the Existing Merger Agreement and this Agreement, the affirmative vote of the holders of a majority of the outstanding shares of common stock of Xenon 2 (the "XENON 2 STOCKHOLDER APPROVAL"). The Board of Directors of Xoom, by resolutions duly adopted by unanimous vote with one abstention at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly determined that each of the Existing Merger Agreement and this Agreement is advisable for Xoom by Parent in its capacity as the sole stockholder of Holdco, and its stockholdersno other corporate proceedings on the part of Parent, approved each of the Existing Holdco, Merger Agreement and Sub 1 or Merger Sub 2 are necessary to authorize this Agreement and the Merger and recommended that the stockholders of Xoom adopt the Xenon 2 Merger Agreement and approve the transactions contemplated thereby and vote in favor of Xoomhereby. Holdco, as the sole stockholder of Xenon each of Merger Sub 1 and Merger Sub 2, adopting will, promptly following the NMC execution and delivery of this Agreement at the Xenon 2 Stockholder Meeting. Each of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Option Agreement and the Voting Agreement has been, and by each of the other Implementing Agreements to which Xoomparties hereto, Xenon 2 or any adopt this Agreement. Parent, as the sole stockholder of their respective Subsidiaries is a party will on Holdco, will, promptly following the Closing Date beexecution and delivery of this Agreement by each of the parties hereto, adopt this Agreement. This Agreement has been duly and validly executed and delivered by XoomParent, Xenon Holdco, Merger Sub 1 and Merger Sub 2 and, assuming due execution and each of their respective Subsidiaries and constitutes ordelivery by the Company, in the case of the other Implementing Agreementsshall constitute a legal, upon execution thereof will constitute, a valid and legally binding obligation of Xoom, Xenon 2 and each of their respective SubsidiariesParent, Holdco, Merger Sub 1 and Merger Sub 2, enforceable against each of Parent, Holdco, Merger Sub 1 and Merger Sub 2 in accordance with their respective its terms, subject to (a) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors' rights generally and (b) general equitable principles (whether considered in a Proceeding in equity or at law).

Authorization and Validity of Agreement. (a) The execution, delivery Buyer has all requisite power and performance by Xoom, Xenon 2 authority to enter into this Agreement and each of their respective Subsidiaries of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Ancillary Agreements to which Xoom, Xenon 2 or their respective Subsidiaries is it will be a party and to carry out its obligations hereunder and thereunder. The execution and delivery by the Buyer of this Agreement and each of the Ancillary Agreements to which it will be a party and the consummation by Xoom, Xenon 2 performance of its obligations hereunder and each of their respective Subsidiaries of the transactions contemplated hereby and thereby thereunder have been duly authorized by all necessary corporate action by the Buyer, and no other proceedings on the part of Xoomthe Buyer are necessary to authorize such execution, Xenon 2 delivery and each of their respective Subsidiaries, subject to obtaining, in the case of the Xenon 2 Merger Agreement, the Stockholder Approval (as defined therein), and, in the case of the Existing Merger performance. This Agreement and this Agreement, the affirmative vote of the holders of a majority of the outstanding shares of common stock of Xenon 2 (the "XENON 2 STOCKHOLDER APPROVAL"). The Board of Directors of Xoom, by resolutions duly adopted by unanimous vote with one abstention at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly determined that each of the Existing Merger Agreement and this Agreement is advisable for Xoom and its stockholders, approved each of the Existing Merger Agreement and this Agreement and the Merger and recommended that the stockholders of Xoom adopt the Xenon 2 Merger Agreement and approve the transactions contemplated thereby and vote in favor of Xoom, as sole stockholder of Xenon 2, adopting the NMC Agreement at the Xenon 2 Stockholder Meeting. Each of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Option Agreement and the Voting Agreement has been, and each of the other Implementing Ancillary Agreements to which Xoom, Xenon 2 or any of their respective Subsidiaries is it will be a party will on the Closing Date be, have been duly executed by the Buyer and delivered constitute the Buyer’s valid and binding obligations, enforceable against it in accordance with the terms hereof and thereof, except as such enforceability may be limited by Xoombankruptcy, Xenon 2 insolvency, fraudulent conveyance, reorganization, moratorium or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The Guarantor has all requisite power and authority to enter into this Agreement and each of their respective Subsidiaries the Ancillary Agreements to which it will be a party and constitutes or, in to carry out its obligations hereunder and thereunder. The execution and delivery by the case Guarantor of the other Implementing Agreements, upon execution thereof will constitute, a valid and legally binding obligation of Xoom, Xenon 2 this Agreement and each of their respective Subsidiariesthe Ancillary Agreements to which it will be a party and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary action by the Guarantor, and no other proceedings on the part of the Guarantor are necessary to authorize such execution, delivery and performance. This Agreement and each of the Ancillary Agreements to which it will be a party have been duly executed by the Guarantor and constitute the Guarantor’s valid and binding obligations, enforceable against each it in accordance with their respective termsthe terms hereof and thereof, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Applicable Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization and Validity of Agreement. The execution, delivery and performance by Xoom, Xenon 2 and each of their respective Subsidiaries of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements to which Xoom, Xenon 2 or their respective Subsidiaries is a party and the consummation by Xoom, Xenon 2 and each of their respective Subsidiaries of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Xoom, Xenon 2 and each of their respective Subsidiaries, subject to obtaining, in the case of the Xenon 2 Merger Agreement, the Stockholder Approval (as defined therein), and, in the case of the Existing Merger Agreement and this Agreement, the affirmative vote of the holders of a majority of the outstanding shares of common stock of Xenon 2 (the "XENON Xenon 2 STOCKHOLDER APPROVALStockholder Approval"). The Board of Directors of Xoom, by resolutions duly adopted by unanimous vote with one abstention at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly determined that each of the Existing Merger Agreement and this Agreement is advisable for Xoom and its stockholders, approved each of the Existing Merger Agreement and this Agreement and the Merger and recommended that the stockholders of Xoom adopt the Xenon 2 Merger Agreement and approve the transactions contemplated thereby and vote in favor of Xoom, as sole stockholder of Xenon 2, adopting the NMC Agreement at the Xenon 2 Stockholder Meeting. Each of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Option Agreement and the Voting Agreement has been, and each of the other Implementing Agreements to which Xoom, Xenon 2 or any of their respective Subsidiaries is a party will on the Closing Date be, duly executed and delivered by Xoom, Xenon 2 and each of their respective Subsidiaries and constitutes or, in the case of the other Implementing Agreements, upon execution thereof will constitute, a valid and legally binding obligation of Xoom, Xenon 2 and each of their respective Subsidiaries, enforceable against each in accordance with their respective terms.

Authorization and Validity of Agreement. The execution, delivery Each of Modine and performance by Xoom, Xenon 2 Newco has the requisite corporate power and each of their respective Subsidiaries of the Existing Merger Agreement, authority to execute and deliver this Agreement, the Xenon 2 Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Ancillary Agreements to which Xoom, Xenon 2 or their respective Subsidiaries it is a party and to perform its obligations hereunder or thereunder. The execution and delivery of this Agreement and the Ancillary Agreements by each of Modine and Newco, and the consummation by Xoom, Xenon 2 and each of their respective Subsidiaries them of the transactions contemplated hereby and thereby Transactions, have been duly authorized and unanimously approved by all necessary their respective boards of directors, and, assuming the truth of the representation and warranty of Transpro in Section 5.21, no other corporate action on the part of XoomModine, Xenon 2 and each Newco (except for the approval of their respective Subsidiaries, subject to obtaining, in the case of the Xenon 2 Merger Agreement, the Stockholder Approval (as defined therein), and, in the case of the Existing Merger Agreement and this Agreement, the affirmative vote of the holders of a majority of the outstanding shares of common stock of Xenon 2 (the "XENON 2 STOCKHOLDER APPROVAL"). The Board of Directors of Xoom, by resolutions duly adopted by unanimous vote with one abstention at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly determined that each of the Existing Merger Agreement and this Agreement by Modine as the sole stockholder of Newco) or the Modine Shareholders is advisable for Xoom necessary to authorize the execution and its stockholders, approved each delivery of the Existing Merger Agreement and this Agreement and the Merger and recommended that Ancillary Agreements or the stockholders of Xoom adopt the Xenon 2 Merger Agreement and approve the transactions contemplated thereby and vote in favor of Xoom, as sole stockholder of Xenon 2, adopting the NMC Agreement at the Xenon 2 Stockholder Meeting. Each consummation of the Existing Merger Agreement, this Agreement, the Xenon 2 Merger Agreement, the Option Transactions. This Agreement and the Voting Agreement has Ancillary Agreements have been, or will be when executed and each of the other Implementing Agreements to which Xoom, Xenon 2 or any of their respective Subsidiaries is a party will on the Closing Date bedelivered, duly executed and delivered by Xoomeach of Modine and Newco, Xenon 2 as applicable, and, to the extent it is a party thereto, each is, or will be when executed and delivered, a valid and binding obligation of each of Modine and Newco enforceable against each of Modine and Newco in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors' rights generally and by general equitable principles. Consents and Approvals; No Violations. Assuming (a) the filings required under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the "HSR Act"), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act and the Exchange Act are met, including the filing with the SEC of a proxy statement/information statement in definitive form that will be mailed to Transpro Stockholders in connection with the Transpro Stockholders Meeting and will be mailed to the Modine Shareholders as an information statement in connection with the Spin Off (the "Proxy Statement") and of a registration statement on Form S-4 (as amended or supplemented from time to time, the "Form S-4") in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of such Form S-4, (c) the requirements under any applicable state securities or blue sky laws are met, (d) the requirements of the American Stock Exchange in respect of the listing of the shares of Surviving Corporation Common Stock to be issued hereunder are met, and (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL and the NCBCA, are made, the execution and delivery of this Agreement and the Ancillary Agreements by Modine and Newco, as applicable, and the consummation by Modine and Newco of the Transactions, do not and will not (i) violate or conflict with any provision of their respective articles or certificate of incorporation or bylaws, (ii) violate or conflict with any Law or Order of any Governmental Entity applicable to Modine or any of its Subsidiaries or by which any of their respective properties or assets may be bound, (iii) require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Entity, or (iv) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of Modine and constitutes orits Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract to which Modine or any of its Subsidiaries is a party or by which Modine or any of its Subsidiaries may be bound, excluding in the case of clauses (i) through (iv) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, omissions, accelerations and creations and impositions of Encumbrances which would not, individually or in the other Implementing Agreementsaggregate, upon execution thereof will constitute, a valid and legally binding obligation of Xoom, Xenon 2 and each of their respective Subsidiaries, enforceable against each in accordance with their respective termsreasonably be expected to have an Aftermarket Material Adverse Effect.