Common use of Authorization and Non-Contravention Clause in Contracts

Authorization and Non-Contravention. The execution, delivery and performance by the Company of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the issuance and sale of the Shares, have been duly authorized by all necessary corporate action of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the performance by the Company of the transactions contemplated hereby and thereby, including the issuance and delivery of the Shares, do not and will not: (A) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound and which have not been waived, or any provision of the articles of incorporation or bylaws of the Company; (B) to the Company's knowledge, violate or result in a violation of, or constitute a default under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (C) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party other than as may be required (x) to secure an exemption from qualification of the offer and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities and blue sky laws, or (y) under the HSR Act; or (D) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is a party or by which the Company is bound.

Authorization and Non-Contravention. This Agreement and all agreements, documents and instruments executed and delivered by Company pursuant hereto are valid and binding obligations of Company, enforceable in accordance with their respective terms, subject to the General Enforceability Exceptions. The execution, delivery and performance by the Company of this Agreement and each agreementall agreements, document documents and instrument to be instruments executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the issuance and sale of the Shares, hereto have been duly authorized by all necessary corporate action of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement and each agreementall agreements, document documents and instrument to be instruments executed and delivered by or on behalf Company pursuant hereto and the performance of the Company pursuant to or as transactions contemplated by this Agreement and the performance by the Company of the transactions contemplated hereby such other agreements, documents and thereby, including the issuance and delivery of the Sharesinstruments, do not and will not: (Ai) violateviolate or result in a violation of or result in the breach of any provision of the organizational documents of Company (ii) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any contract or obligation to which Company is a party or by which its assets are bound, or cause the creation of any claim upon any of the assets of Company; (iii) violate or conflict with in any way, or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound and which have not been waived, or any provision of the articles of incorporation or bylaws of the Company; (B) to the Company's knowledge, violate or result in a violation of, or constitute a default under, any provision of any material lawLaw, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (Civ) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority Governmental Authority or other third party other than as may be required (x) to secure an exemption from qualification of the offer and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities and blue sky laws, or (y) under the HSR Actparty; or (Dv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is a party or by which the Company is bound, except in the case of clauses (ii) through (v) as would not (1) materially and adversely affect the ability of Company to carry out its obligations under, and to consummate the transactions contemplated by this Agreement or (2) otherwise have a Material Adverse Effect.

Authorization and Non-Contravention. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligations of the Company, enforceable in accordance with its terms, except as enforceability may be limited by: (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws, from time to time in effect, which affect enforcement of creditors’ rights generally; and (ii) Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The execution, delivery and performance by the Company of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the issuance and sale of the Shares, have has been duly authorized by all necessary corporate action of the Company. This Agreement Company and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its termsstockholders. The execution execution, delivery and delivery by the Company performance of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the performance by the Company consummation of the transactions contemplated hereby and thereby, including the issuance and delivery of the Shares, do not and will not: (Ai) violateviolate or result in a violation of, conflict with or result in constitute a violation of or a default (whether after the giving of notice, lapse of time or both) or loss of material benefit under any material contract or obligation to which the Company or any Affiliate is a party or by which the Company’s or Affiliate’s assets are bound or affected, or any provision of the Company’s governing documents, or result in or cause the creation of any lien, charge, security interest or encumbrance upon any of the assets of the Company; (ii) violate or conflict with in any way, or result in a breach or violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, statute, ordinance, regulation, rule, judgment, order, injunction, decree, declaration, arbitration award, agency requirement, license or permit of any governmental entity (in any territory in the world) applicable to the Company, any Affiliate, or any of their respective properties (collectively, “Laws”); (iii) require from the Company or Affiliate any notice to, declaration or filing with, or consent, approval, authorization or order of any governmental entity or other third party; or (iv) violate or result in a violation of, or constitute a default or breach (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination, amendment or cancellation of, any permits, authorizations, approvals, licenses, orders, consents, franchises and other rights and privileges (collectively, “Permits”) to which the Company is a party or by which it or its property or assets are bound and which have not been waived, or any provision of the articles of incorporation or bylaws of the Company; (B) to the Company's knowledge, violate or result in a violation of, or constitute a default under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (C) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party other than as may be required (x) to secure an exemption from qualification of the offer and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities and blue sky laws, or (y) under the HSR Act; or (D) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is a party or by which the Company is boundaffected.

Authorization and Non-Contravention. The execution, delivery and performance by the Company of this Agreement and each agreement, document and instrument the Related Agreements to be executed and delivered by or on behalf of which the Company pursuant to is, or as contemplated by this Agreement and at the issuance and sale of the SharesClosing will be, a party have been duly authorized by all necessary corporate limited liability company or other action on the part of the Company. Without limiting the generality of the foregoing, the managers of the Company and Seller have each duly authorized the execution, delivery and performance of this Agreement and each Related Agreement by the Company. This Agreement and each agreement, document and instrument the Related Agreements to be executed and delivered by or on behalf of which the Company pursuant to is, or as contemplated by this Agreement constitutes at the Closing will be, a party each constitute the legal, valid and binding obligation obligations of the Company, enforceable in accordance with its their respective terms. The execution Except as set forth on Section 3.1(b) of the Disclosure Schedule, the Company’s execution, delivery and delivery by the Company performance of this Agreement and each agreement, document and instrument the Related Agreements to be executed and delivered by or on behalf of which the Company pursuant to is, or as contemplated by this Agreement and at the performance by the Company of the transactions contemplated hereby and therebyClosing will be, including the issuance and delivery of the Shares, do a party does not and will not: not (Ai) violateconstitute a breach, conflict violation or infringement of the Company’s governing documents, (ii) constitute a breach or violation of or constitute a default under (with or result in a default (whether after the giving of notice, without due notice or lapse of time or both) under any Law, Order or other restriction of any Governmental Authority to which the Company or any of its assets or properties is subject, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under, any material contract or obligation Contract to which the Company is a party or by which it is bound or its assets are bound and by which have not been waived, or any provision of the articles of incorporation or bylaws of the Company; ’s assets, properties or business is bound or affected, (Biv) result in the creation or imposition of any Encumbrance upon any of the Company’s assets or properties except for Encumbrances released at or prior to the Company's knowledge, violate or result in a violation of, or constitute a default under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (C) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party other than as may be required (x) to secure an exemption from qualification of the offer and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities and blue sky lawsClosing, or (yv) under the HSR Act; require any consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or (D) accelerate notice of or to any obligation underPerson, including any Governmental Authority or give rise any party to a right of termination of, any material agreementContract, permitexcept for any such consent, license Permit, approval, license, certificate, covenant, waiver, authorization, novation or authorization notice that will have been obtained or made prior to which the Company Closing and is a party or by which listed on Section 3.1(b) of the Company is boundDisclosure Schedule.

Authorization and Non-Contravention. The execution, delivery and performance by the Company of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the issuance and sale of the Shares, have been duly authorized by all necessary corporate action of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the performance by the Company of the transactions contemplated hereby and thereby, including the issuance and delivery of the Shares, do not and will not: (A) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound and which have not been waived, or any provision of the articles of incorporation or bylaws of the Company; (B) to the Company's knowledge, violate or result in a violation of, or constitute a default under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (C) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party other than as may be required (x) to secure an exemption from qualification of the offer and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities and blue sky laws, or (y) under the HSR Act; or (D) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is a party or by which the Company is bound.

Authorization and Non-Contravention. This Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant to this Agreement are valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and subject to the rules of law governing (and all limitations on) specific performance, injunctive relief and other equitable remedies. The execution, delivery and performance by the Company of this Agreement and each agreementall agreements, document documents and instrument to be instruments executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and hereto, including the issuance and sale delivery of the Conversion Shares, have been duly authorized by all necessary corporate action of the Company. This The execution and delivery of this Agreement and each agreementall agreements, document documents and instrument to be instruments executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement constitutes a valid and binding obligation of the CompanyAgreement, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the performance by the Company of the transactions contemplated hereby and thereby, including the issuance and delivery of the Conversion Shares, and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments do not and will not: not (Ai) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) or loss of benefit under any material contract or obligation to which the Company is a party or by which it or its assets are bound and which have not been waivedbound, or any provision of the articles Company’s Charter, as amended, or By-laws, or cause the creation of incorporation any liens, claims or bylaws encumbrances upon any of the assets of the Company; (Bii) to the Company's knowledge, violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to the Company; (Ciii) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party other than as may be required (x) to secure an exemption from qualification of the offer and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"that has not already been obtained), and applicable state securities and blue sky laws, or (y) under the HSR Act; or (Div) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate or create any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is a party or by which the Company is bound.

Authorization and Non-Contravention. The execution, delivery and performance by the Company of this This Agreement and each agreementall agreements, document documents and instrument to be instruments executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the issuance and sale of the Shares, have been duly authorized by all necessary corporate action of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement constitutes a hereto are valid and binding obligation obligations of the Company, enforceable in accordance with its their respective terms, subject to the General Enforceability Exceptions. The execution, delivery and performance of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto have been duly authorized by all necessary limited liability company or other action of the Company. The execution and delivery by the Company of this Agreement and each agreementall agreements, document documents and instrument to be instruments executed and delivered by or on behalf of the Company pursuant to or as hereto and the performance of the transactions contemplated by this Agreement and the performance by the Company of the transactions contemplated hereby such other agreements, documents and thereby, including the issuance and delivery of the Sharesinstruments, do not and will not: (Ai) violateviolate or result in a violation of or result in the breach of any provision of the LLC Agreement or Certificate of Formation, (ii) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any contract or obligation to which the Company is a party or by which its assets are bound, or cause the creation of any claim upon any of the assets of the Company; (iii) violate or conflict with in any way, or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound and which have not been waived, or any provision of the articles of incorporation or bylaws of the Company; (B) to the Company's knowledge, violate or result in a violation of, or constitute a default under, any provision of any material lawLaw, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (Civ) except as set forth in Section 3.2 of the Company Disclosure Schedule, require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority Governmental Authority or other third party other than as may be required (x) to secure an exemption from qualification of the offer and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities and blue sky laws, or (y) under the HSR Actparty; or (Dv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is a party or by which the Company is bound, except in the case of clauses (ii) through (v) as would not (1) materially and adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by this Agreement or (2) otherwise have a Material Adverse Effect.

Authorization and Non-Contravention. The Transaction Agreements and all other documents executed pursuant hereto and thereto (such other documents, the “Transaction Documents”) are valid and binding obligations of Daleco, enforceable in accordance with their terms except as may be limited by: (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally; and (ii) the effect of rules of law governing the availability of equitable remedies. The execution, delivery and performance by the Company of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement Transaction Agreements and the Transaction Documents, the sale and delivery of the Shares and, upon exercise of the Warrant, the issuance and sale delivery of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its termsDaleco. The execution and delivery by of each Transaction Agreement, Transaction Document, the Company of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the performance by the Company of the transactions contemplated hereby and thereby, including the issuance sale and delivery of the Shares and, upon exercise of the Warrant, the issuance of the Conversion Shares, do and the performance of any transaction contemplated hereby and thereby will not and will not: (Ai) violate, conflict with or result in a default under (whether after the giving of notice, lapse of time or botha) under any material contract or obligation to which the Company is a party or by which it or its assets are bound and which have not been waivedbound, or (b) any provision of the articles Charter or Bylaws of incorporation or bylaws the Company, (ii) cause the creation of any Lien upon any of the assets of the Company; (Biii) to the Company's knowledge, violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, by any court or other governmental agency applicable to the Company; (Civ) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party other than as may be required (x) pursuant to secure an exemption from qualification of the offer federal and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities and or blue sky laws, or (y) under the HSR Act; or (Dv) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is a party or by which the Company is bound.

Authorization and Non-Contravention. This Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant to this Agreement are valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and subject to the rules of law governing (and all limitations on) specific performance, injunctive relief and other equitable remedies. The execution, delivery and performance by the Company of this Agreement and each agreementall agreements, document documents and instrument to be instruments executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and hereto, including the issuance and sale delivery of the Conversion Shares, have been duly authorized by all necessary corporate action of the Company. This The execution and delivery of this Agreement and each agreementall agreements, document documents and instrument to be instruments executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement constitutes a valid and binding obligation of the CompanyAgreement, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the performance by the Company of the transactions contemplated hereby and thereby, including the issuance and delivery of the Conversion Shares, and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments do not and will not: not (Ai) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) or loss of benefit under any material contract or obligation to which the Company is a party or by which it or its assets are bound and which have not been waivedbound, or any provision of the articles Company’s Charter, as amended, or By-laws, or cause the creation of incorporation any liens, claims or bylaws encumbrances upon any of the assets of the Company; (Bii) to the Company's knowledge, violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to the Company; (Ciii) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party other than as may be required (x) to secure an exemption from qualification of the offer and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"that has not already been obtained), and applicable state securities and blue sky laws, or (y) under the HSR Act; or (Div) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate or create any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is a party or by which the Company is bound.. 2.4

Authorization and Non-Contravention. (a) The Transaction Documents to which the Company is a party (when executed by the Company and the other parties thereto) are valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights generally. The execution, delivery and performance by of the Transaction Documents to which the Company of this Agreement is a party and each agreement, document the sale and instrument to be executed and delivered by or on behalf delivery of the Company pursuant to or as contemplated by Shares in accordance with this Agreement and the issuance and sale of the SharesAgreement, have been duly authorized by all necessary corporate or other action of the Company. This Agreement . (b) Except as set forth on Schedule 3.2, the execution, delivery and each agreement, document and instrument to be executed and delivered by or on behalf performance of the Company pursuant to or as contemplated Transaction Documents by this Agreement constitutes a valid and binding obligation of the Company, enforceable including, without limitation, the sale and delivery of the Shares in accordance with its terms. The execution and delivery by the Company of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the performance by the Company of the any transactions contemplated hereby and thereby, including by the issuance and delivery of Transaction Documents to which the Shares, do not and Company is a party will not: (Ai) violate or result in a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the organizational document of the Company, or cause the creation of any Encumbrance upon any of the assets of the Company; (ii) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound and which have not been waived, or any provision of the articles of incorporation or bylaws of the Company; (B) to the Company's knowledge, violate or result in a violation of, or constitute a default under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, by any court or other governmental agency applicable to the Company; (Ciii) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party Governmental Authority, other than as may be required (x) pursuant to secure an exemption from qualification of the offer and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable federal or state securities and or blue sky laws, or (y) under the HSR Actother third party; or (Div) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is a party or by which the Company it is bound.

Authorization and Non-Contravention. (a) This Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto are valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance by the Company of this Agreement and each agreementall agreements, document documents and instrument to be instruments executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the issuance and sale of the Shares, hereto have been duly authorized by all necessary corporate or other action of the Company. This Except for filings, permits, authorizations, consents and approvals that may be required under the HSR Act (as defined in Section 4.4(a)), the Securities Act or any state securities laws, the execution and delivery of this Agreement and each agreementall agreements, document documents and instrument to be instruments executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement constitutes a valid hereto and binding obligation the performance of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as transactions contemplated by this Agreement and the performance by the Company of the transactions contemplated hereby such other agreements, documents and thereby, including the issuance and delivery of the Sharesinstruments, do not and will not: (Ai) violate or result in a violation of, conflict with or constitute or result in a violation of any provision of the Company Charter or Company Bylaws; (ii) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound and which have not been waived, or any provision of the articles of incorporation or bylaws of the Company; (B) to the Company's knowledge, violate or result in a violation of, or constitute a default under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (Ciii) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party other than (that has not already been obtained); (iv) except as may be required (x) to secure an exemption from qualification set forth in Section 2.2 of the offer and sale of Disclosure Schedule (which, in each case, would not individually or in the Shares under aggregate, have a Material Adverse Effect on the Securities Act of 1933, as amended (the "Securities Act"Company), and applicable state securities and blue sky lawsviolate or result in a violation of, or constitute a default (ywhether after the giving of notice, lapse of time or both) under the HSR Act; or (D) under, accelerate any obligation under, or give rise to a right of termination of, any material contract, agreement, permit, license or authorization to which the Company is a party or by which the Company is bound; or (v) result in the creation or imposition of any Encumbrances upon any of the properties or assets of the Company or any Company Shares. (b) This Agreement and all agreements, documents and instruments executed and delivered by any Stockholder pursuant hereto are valid and binding obligations of such Stockholder enforceable in accordance with their respective terms. Each Stockholder has full right, authority, power and capacity to enter into this Agreement and all agreements, documents and instruments executed and delivered by such Stockholder pursuant hereto and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by each Stockholder of this Agreement and all agreements, documents and instruments executed and delivered by such Stockholder pursuant hereto and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of any provision of such Stockholder’s organizational documents, if applicable; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to such Stockholder; (iii) require from such Stockholder any notice to, declaration or filing with, or consent or approval of, any governmental authority or other third party (that has not already been obtained); (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which such Stockholder is a party or by which such Stockholder is bound; or (v) result in the creation or imposition of any Encumbrance upon any of the Company Shares owned by such Stockholder.