Common use of Conflicts; Consents and Approval Clause in Contracts

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal or Subcorp nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of the Cardinal Articles or Cardinal Code of Regulations or the Amended and Restated Certificate of Incorporation or Bylaws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal or any of its affiliates with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals, (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (iv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (v) consents or approvals of any Governmental Authority set forth in Section 3.5 to the Cardinal Disclosure Schedule; except in the case of (b), (c) and (d) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardinal or a material adverse effect on the ability of the parties to consummate the transactions contemplated hereby.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal Parent or Subcorp Merger Sub nor the consummation by them of the transactions contemplated hereby Transactions will: (a) conflict with, or result in a breach violation of any provision of of, the Cardinal Articles or Cardinal Code of Regulations or the Amended and Restated Certificate of Incorporation or Bylaws Bylaws, each as amended to date, of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder ProposalsParent or Merger Sub; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal Parent or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal Parent or any of its subsidiaries is a party, except as would not individually or in the aggregate prevent or materially impair or delay the consummation of the Transactions; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal Parent or any of its subsidiaries or any of their respective properties or assets, except as would not individually or in the aggregate prevent or materially impair or delay the consummation of the Transactions; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal Parent or any of its affiliates with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "“Governmental Authority"”), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals, (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (iv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (vii) compliance with the requirements of NASDAQ, (iii) consents or approvals of any Governmental Authority set forth in Section 3.5 to 4.3 of the Cardinal Parent Disclosure Schedule; except in the case of (b), (civ) filing and recordation of appropriate merger documents as required by FBCA or (dv) for any consents the failure of the foregoing that which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardinal prevent or a material adverse effect on materially impair or delay the ability consummation of the parties to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal or Subcorp nor the consummation of the transactions contemplated hereby by this Agreement will: (a) conflict with, or result in a breach of any provision of the Cardinal Articles or Cardinal Code of Regulations or the Cardinal’s Amended and Restated Articles of Incorporation, as amended, or Cardinal’s Code of Regulations, as amended, or Subcorp’s Certificate of Incorporation or Bylaws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals’s By-laws; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party individual or entity (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal or any of its affiliates with, any third party or any local, domestic, foreign or multi-national multinational court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (including the United States Food and Drug Administration (the “FDA”), the United States Federal Trade Commission, the United States Federal Communications Commission, the American Medical Association and the Pharmaceutical Marketing Association) (a "“Governmental Authority"”), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals, (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and amended (together with the rules and regulations promulgated thereunder (thereunder, the "“HSR Act"), ”) or (ivii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement, or (v) consents or approvals of any Governmental Authority set forth in Section 3.5 to the Cardinal Disclosure Schedule; except in the case of clauses (b), (c) and (d) above for any of the foregoing that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect (as defined in Section 9.3) on Cardinal or a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated herebyby this Agreement.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal Constellation or Subcorp Merger Sub nor the consummation of the transactions contemplated hereby by this Agreement will: (a) conflict with, or result in a breach of any provision of the Cardinal Articles or Cardinal Code of Regulations or the Amended and Constellation’s Restated Certificate of Incorporation, or Constellation’s Bylaws, or Merger Sub’s Articles of Incorporation or Bylaws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder ProposalsMerger Sub’s Bylaws; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party individual or entity (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal Constellation or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal Constellation or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal Constellation or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal Constellation or any of its affiliates subsidiaries with, any third party or any local, domestic, foreign or multi-national multinational court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (each of the foregoing, a "“Governmental Authority"”), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals, (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and amended (together with the rules and regulations promulgated thereunder (thereunder, the "“HSR Act"”) and applicable laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matters (“Foreign Antitrust Laws”), (ivii) registrations or other actions required under compliance with any United States federal and state securities laws as are contemplated by this Agreement, or (v) consents or approvals of and any Governmental Authority set forth in Section 3.5 to the Cardinal Disclosure Schedule; except in the case of (b), (c) other applicable takeover laws and (diii) for any the filing with the California Secretary of State of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardinal or a material adverse effect on the ability of the parties to consummate the transactions contemplated hereby.Merger Agreement;

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal or Subcorp nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of the Cardinal Articles or the Cardinal Code of Regulations or the Amended and Restated Certificate of Incorporation or Bylaws of Subcorp, subject to approval by the Cardinal Shareholders of the amendment to the Cardinal Shareholder ProposalsArticles set forth in Cardinal's proxy statement dated September 28, 1998; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal or any of its affiliates with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder ProposalsShare Issuance, (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended, and the amended (xxxxxxxx xxxx xhe rules and regulations promulgated thereunder (thereunder, the "HSR Act"), (iv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (v) consents or approvals of any Governmental Authority set forth in Section 3.5 3.4 to the Cardinal Disclosure Schedule; except in the case of clauses (b), (c) and (d) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardinal or a material adverse effect on the ability of the parties to consummate the transactions contemplated hereby.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal Crompton or Subcorp Newco nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of the Cardinal Crompton Articles or Cardinal Code of Regulations Crompton By-Laws or the Amended and Restated Newco Certificate of Incorporation or Bylaws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder ProposalsNewco By-Laws; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal Crompton or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal Crompton or any of its subsidiaries is a party, except for violations, conflicts or breaches that, individually or in the aggregate, have not had or could not reasonably be expected to have a Material Adverse Effect on Crompton; (c) violate any order, writ, injunction, decree, statute, rule or regulation regulation, applicable to Cardinal Crompton or any of its subsidiaries or any of their respective properties or assets, except for violations that, individually or in the aggregate, have not had or could not reasonably be expected to have a Material Adverse Effect on Crompton; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal Crompton or any of its affiliates with, with any third party party, or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) approval authorization of the Merger and the transactions contemplated hereby by the Cardinal Shareholders of the Cardinal Shareholder ProposalsCrompton Stockholder Approval, (ii) authorization for inclusion of the Cardinal shares of Newco Common Shares Stock to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations xxx xxxxx xxx xxgulations promulgated thereunder (the "HSR Act"), (iv) registrations or other actions required under U.S. federal and state securities laws as are contemplated by this Agreement, or Agreement and (v) consents the filing of the applicable articles or approvals certificate of merger with the Secretary of State of the State of Delaware and the Secretary of the Commonwealth of the Commonwealth of Massachusetts. (e) the only vote of holders of any Governmental Authority set forth in Section 3.5 class or series of Crompton Common Stock or Newco Common Stock not heretofore obtained and necessary to approve this Agreement, the Cardinal Disclosure Schedule; except in First Step Merger and the case of (b), (c) and (d) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardinal or a material adverse effect on the ability of the parties to consummate the other transactions contemplated hereby, including the issuance of the Newco Common Stock as part of the Merger, is the Crompton Stockholders Approval.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal Parent or Subcorp Merger Sub nor the consummation by them of the transactions contemplated hereby Transactions will: (a) conflict with, or result in a breach violation of any provision of of, the Cardinal Articles or Cardinal Code of Regulations or the Amended and Restated Certificate of Incorporation or Bylaws Bylaws, each as amended to date, of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder ProposalsParent or Merger Sub; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal Parent or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal Parent or any of its subsidiaries is a party, except as would not individually or in the aggregate prevent or materially impair or delay the consummation of the Transactions; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal Parent or any of its subsidiaries or any of their respective properties or assets, except as would not individually or in the aggregate prevent or materially impair or delay the consummation of the Transactions; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal Parent, Merger Sub or any of its their affiliates with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "“Governmental Authority"”), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals, (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (iv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (vii) compliance with the requirements of the New York Stock Exchange (“NYSE”), (iii) consents or approvals of any Governmental Authority set forth in Section 3.5 to 4.3 of the Cardinal Parent Disclosure Schedule; except in the case of (b), (civ) filing and recordation of appropriate merger documents as required by DGCL or (dv) for any actions, consents, approvals, reviews, registrations or filings, the failure of the foregoing that which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardinal prevent or a material adverse effect on materially impair or delay the ability consummation of the parties to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal Constellation or Subcorp Merger Sub nor the consummation of the transactions contemplated hereby by this Agreement will: (a) conflict with, or result in a breach of any provision of the Cardinal Articles or Cardinal Code of Regulations or the Amended and Constellation's Restated Certificate of Incorporation, or Constellation's Bylaws, or Merger Sub's Articles of Incorporation or Bylaws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder ProposalsMerger Sub's Bylaws; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party individual or entity (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal Constellation or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal Constellation or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal Constellation or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal Constellation or any of its affiliates subsidiaries with, any third party or any local, domestic, foreign or multi-national multinational court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (each of the foregoing, a "Governmental AuthorityGOVERNMENTAL AUTHORITY"), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals, (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and amended (together with the rules and regulations promulgated thereunder (thereunder, the "HSR ActACT") and applicable laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matters ("FOREIGN ANTITRUST LAWS"), (ivii) registrations or other actions required under compliance with any United States federal and state securities laws as are contemplated by this Agreement, or (v) consents or approvals of and any Governmental Authority set forth in Section 3.5 to the Cardinal Disclosure Schedule; except in the case of (b), (c) other applicable takeover laws and (diii) for any the filing with the California Secretary of State of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardinal or a material adverse effect on the ability of the parties to consummate the transactions contemplated hereby.Merger Agreement;

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal or Subcorp Buyer nor the consummation of the transactions contemplated hereby will: (ai) conflict with, or result in a breach of any provision of of, the Cardinal Articles Buyer Certificate or Cardinal Code of Regulations or the Amended and Restated Certificate of Incorporation or Bylaws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder ProposalsBuyer Bylaws; (bii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal Buyer or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal Buyer or any of its subsidiaries is a party; (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal Buyer or any of its subsidiaries or any of their respective properties or assets; or (div) require any action or consent or approval of, or review by, or registration or filing by Cardinal Buyer or any of its affiliates with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) approval by except that which the Cardinal Shareholders of the Cardinal Shareholder Proposals, (ii) authorization for inclusion of the Cardinal Common Shares failure to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (iv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (v) consents or approvals of any Governmental Authority set forth in Section 3.5 to the Cardinal Disclosure Schedule; except in the case of (b), (c) and (d) for any of the foregoing that obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardinal Buyer or a material adverse effect on upon the ability of the parties Buyer to consummate the transactions contemplated hereby.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal Parent or Subcorp nor the consummation of the transactions contemplated hereby by this Agreement will: (a) conflict with, or result in a breach of any provision of the Cardinal Parent’s Articles of Incorporation, as amended, or Cardinal Code of Regulations Parent’s By-laws, as amended, or the Amended and Restated Certificate Subcorp’s Articles of Incorporation or Bylaws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals’s By-laws; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party individual or entity (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, pledge, security interest, charge or encumbrance upon any of the properties or assets of Cardinal Parent or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal Parent or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal Parent or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal Parent or Subcorp or any of its their respective affiliates with, any third party or any local, domestic, foreign or multi-national multinational court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (each of the foregoing, a "“Governmental Authority"”), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals, (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and amended (together with the rules and regulations promulgated thereunder (thereunder, the "“HSR Act"”), (ivii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement, or (viii) consents or approvals of any Governmental Authority set forth in Section 3.5 4.3 to the Cardinal disclosure schedule delivered by Parent to the Company and dated the date of this Agreement (the “Parent Disclosure Schedule”); and (iv) the filing with the Texas Secretary of State of the Articles of Merger; except in the case of clauses (b), (c) and (d) above for any of the foregoing that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Cardinal Parent or a Subcorp, or impair, in any material adverse effect on respect, the ability of the parties Parent or Subcorp to consummate the transactions contemplated herebyby this Agreement.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal or Subcorp nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of of, the Cardinal Articles or Cardinal Code of Regulations or the Amended and Restated Certificate Articles of Incorporation or Bylaws By-laws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal or any of its affiliates with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals, (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iiiii) actions required by the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), or (iviii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (v) consents or approvals of any Governmental Authority set forth in Section 3.5 to the Cardinal Disclosure Schedule; except in the case of (b), (c) and (d) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardinal or a material adverse effect on upon the ability of the parties Cardinal or Subcorp to consummate the transactions contemplated hereby.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal Constellation or Subcorp Merger Sub nor the consummation of the transactions contemplated hereby by this Agreement will: (a) conflict with, or result in a breach of any provision of the Cardinal Articles or Cardinal Code of Regulations or the Amended and Constellation's Restated Certificate of Incorporation, or Constellation's Bylaws, or Merger Sub's Articles of Incorporation or Bylaws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder ProposalsMerger Sub's Bylaws; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party individual or entity (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal Constellation or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal Constellation or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal Constellation or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal Constellation or any of its affiliates subsidiaries with, any third party or any local, domestic, foreign or multi-national multinational court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (each of the foregoing, a "Governmental AuthorityGOVERNMENTAL AUTHORITY"), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals, (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended, and amendex (xxxxxxxx xxxx the rules and regulations promulgated thereunder (thereunder, the "HSR ActACT") and applicable laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matters ("FOREIGN ANTITRUST LAWS"), (ivii) registrations or other actions required under compliance with any United States federal and state securities laws as are contemplated by this Agreement, or (v) consents or approvals of and any Governmental Authority set forth in Section 3.5 to the Cardinal Disclosure Schedule; except in the case of (b), (c) other applicable takeover laws and (diii) for any the filing with the California Secretary of State of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardinal or a material adverse effect on the ability of the parties to consummate the transactions contemplated hereby.Merger Agreement;

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement, the Management Agreement, the Administrative Services Agreement nor the Lock-Up Agreements by Cardinal NFP or Subcorp Subcorp, as the case may be, nor the consummation of the transactions contemplated hereby or thereby will: (a) conflict with, or result in a breach of any provision of the Cardinal Articles or Cardinal Code certificate of Regulations incorporation or the Amended and Restated Certificate bylaws of Incorporation NFP or Bylaws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a material default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a material default) or result in any loss of any benefit under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify accelerate or call a default under, or result in the creation of any material lien, security interest, charge or encumbrance upon any of the material properties or material assets of Cardinal NFP, Subcorp or any of its NFP’s subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease material agreement or other instrument or obligation to which Cardinal NFP, Subcorp or any of its NFP’s subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation regulation, applicable to Cardinal NFP, Subcorp or any of its NFP’s subsidiaries or any of their respective material properties or material assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal or any of its affiliates with, with any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "“Governmental Authority"”), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals, Company Required Consents and (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSEthose actions, subject to official notice of issuanceconsents, (iii) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976approvals, as amendedreviews, and the rules and regulations promulgated thereunder (the "HSR Act"), (iv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (v) consents or approvals of any Governmental Authority set forth in Section 3.5 to the Cardinal Disclosure Schedule; except in the case of (b), (c) and (d) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect on Cardinal or a material adverse effect impact on the ability of the parties either NFP or Subcorp to consummate the transactions contemplated herebyperform their respective obligations hereunder.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal or Subcorp nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of the Cardinal Articles or Cardinal Code of Regulations or the Amended and Restated Certificate of Incorporation or Bylaws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal or any of its affiliates with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals, (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (iv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (v) consents or approvals of any Governmental Authority set forth in Section 3.5 to the Cardinal Disclosure Schedule; except in the case of (b), (c) and (d) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardinal or a material adverse effect on the ability of the parties to consummate the transactions contemplated hereby.

Conflicts; Consents and Approval. Neither the execution and nor delivery of this Agreement by Cardinal Parent or Subcorp Buyer nor the consummation of the transactions contemplated hereby by this Agreement by Parent or Buyer will: (a) conflict with, or result in a breach of any provision of the Cardinal Articles or Cardinal Code of Regulations or of, the Amended and Restated Articles of Incorporation, as amended, or the By-Laws, as amended, of Parent, or the Certificate of Incorporation or Bylaws the By-laws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder ProposalsBuyer; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party individual or entity (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal Parent or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal Parent or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal Parent or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal Buyer or any of its affiliates with, any third party or any local, domestic, foreign or multi-national multinational court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (including the United States Food and Drug Administration (the “FDA“), and the United States Federal Trade Commission) and Occupational Safety and Health Administration (a "“Governmental Authority"“), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals, (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and amended (together with the rules and regulations promulgated thereunder (thereunder, the "“HSR Act"“), or (ivii) registrations or other actions filings required under United States federal and state securities laws as are contemplated by this Agreement, or (v) consents or approvals of any Governmental Authority set forth in Section 3.5 to the Cardinal Disclosure Schedule; except in the case of clauses (b), (c) and (d) above for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 7.4) on Cardinal Buyer or a material adverse effect on the ability of the parties to this Agreement to consummate the transactions contemplated herebyby this Agreement.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal Parent or Subcorp nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of of, the Cardinal Parent Articles or Cardinal Code of Regulations Parent Bylaws or the Amended and Restated Certificate Articles of Incorporation or Bylaws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Cardinal Parent or any of its subsidiaries Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal Parent or any of its subsidiaries Subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal Parent or any of its subsidiaries Subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal Parent or any of its affiliates Affiliates with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "“Governmental Authority"”), other than (i) approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals, (ii) authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (iv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (v) consents or approvals of any Governmental Authority set forth in Section 3.5 to the Cardinal Disclosure Schedule; except in the case of (b), (c) and (d) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Cardinal or a material adverse effect on the ability of the parties to consummate the transactions contemplated herebyEffect.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal Crompton or Subcorp Newco nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of the Cardinal Crompton Articles or Cardinal Code of Regulations Crompton By-Laws or the Amended and Restated Newco Certificate of Incorporation or Bylaws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder ProposalsNewco By-Laws; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal Crompton or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal Crompton or any of its subsidiaries is a party, except for violations, conflicts or breaches that, individually or in the aggregate, have not had or could not reasonably be expected to have a Material Adverse Effect on Crompton; (c) violate any order, writ, injunction, decree, statute, rule or regulation regulation, applicable to Cardinal Crompton or any of its subsidiaries or any of their respective properties or assets, except for violations that, individually or in the aggregate, have not had or could not reasonably be expected to have a Material Adverse Effect on Crompton; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal Crompton or any of its affiliates with, with any third party party, or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) approval authorization of the Merger and the transactions contemplated hereby by the Cardinal Shareholders of the Cardinal Shareholder ProposalsCrompton Stockholder Approval, (ii) authorization for inclusion of the Cardinal shares of Newco Common Shares Stock to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (iv) registrations or other actions required under U.S. federal and state securities laws as are contemplated by this Agreement, or Agreement and (v) consents the filing of the applicable articles or approvals certificate of merger with the Secretary of State of the State of Delaware and the Secretary of the Commonwealth of the Commonwealth of Massachusetts. (e) the only vote of holders of any Governmental Authority set forth in Section 3.5 class or series of Crompton Common Stock or Newco Common Stock not heretofore obtained and necessary to approve this Agreement, the Cardinal Disclosure Schedule; except in First Step Merger and the case of (b), (c) and (d) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardinal or a material adverse effect on the ability of the parties to consummate the other transactions contemplated hereby, including the issuance of the Newco Common Stock as part of the Merger, is the Crompton Stockholders Approval.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Cardinal Anadarko or Subcorp Subcorp, or the Anadarko Stock Option Agreement by Anadarko, nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of the Cardinal Articles or Cardinal Code of Regulations Anadarko Certificate or the Amended and Restated Certificate Anadarko By-laws or the Articles of Incorporation or Bylaws By-laws of Subcorp, subject to approval by the Cardinal Shareholders of the Cardinal Shareholder Proposals; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Cardinal Anadarko or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Cardinal Anadarko or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cardinal Anadarko or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Cardinal Anadarko or any of its affiliates with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) approval by the Cardinal Shareholders Anadarko Stockholders of the Cardinal Shareholder ProposalsShare Issuance, (ii) authorization for inclusion of the Cardinal Anadarko Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended, and amended (together with the rules and regulations promulgated thereunder (thereunder, the "HSR Act"), (iv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (v) consents or approvals of any Governmental Authority set forth in Section 3.5 to the Cardinal Anadarko Disclosure Schedule; except in the case of clauses (b), (c) and (d) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardinal Anadarko or a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby.