Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. (a) Except as set forth in Section 3.05 to the Company Disclosure Schedule and, in the case of (ii), (iii) and (iv), for any of the following that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will: (i) conflict with, or result in a breach of any provision of, the Company Certificate or the Company Bylaws; (ii) 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 or encumbrance upon any of the properties or assets of the Company 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 the Company or any of its subsidiaries is a party; (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets; or (iv) require any action or consent or approval of, or review by, or registration or filing by the Company or any of its affiliates with, any third party or any local, domestic, foreign or multi-national or supra-national court, tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “Governmental Authority”), other than (A) approval of the Merger and the transactions contemplated hereby by stockholders of the Company, (B) actions required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (C) filings and consents under non-U.S. Laws and regulations intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (“Foreign Antitrust Laws”); and (D) registrations, filings, consents, approvals or other actions required under federal and state securities Laws and the rules of the Nasdaq Stock Market, Inc. (“Nasdaq”) as are contemplated by this Agreement. (b) The Company has taken all actions necessary to effectively terminate, in accordance with its terms, that certain Agreement and Plan of Merger, dated as of February 18, 2004, by and among VAC-OS Holdings, LLC, OS Merger Sub, Inc., and the Company (the “ValueAct Agreement”), and such termination was effective prior to the execution of this Agreement.

Conflicts; Consents and Approvals. (a) Except as set forth in Section 3.05 to the Company Disclosure on Schedule and2.4 hereto, in the case of (ii), (iii) and (iv), for any of the following that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, neither the execution and delivery by the Company of this AgreementAgreement and any other documents or instruments contemplated hereby, nor the performance by the Company of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby willand thereby, do not and will not: (ia) violate or conflict with, with or result in a breach of any provision of, of the Articles of Incorporation or Bylaws of the Company Certificate or the Company Bylawsany Subsidiary, as such instruments are currently in effect; (iib) violatesubject to obtaining the consents and approvals specified in Schedule 2.4, require any consent, approval or notice under, or conflict with, or result in a violation or breach of any provision of, or constitute (with or without the giving of notice or the lapse of time or both) a default (or an event whichgive rise to any right of termination, with the giving of noticemodification, the passage of time cancellation 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, acceleration or result in the creation or imposition of any lien, security interest or encumbrance Lien upon any of the properties or assets property of the Company or a Subsidiary) under, any of the terms, conditions or provisions of any (i) note, bond, mortgage, indenture, deed of trust, license, contractlease, undertaking, agreement, lease agreement or other document or instrument or obligation to which the Company or a Subsidiary is a party, under or pursuant to which any of its subsidiaries is properties or assets are held, or by which any portion of its properties or assets may be bound, or (ii) any permit, license, approval, franchise or other governmental or regulatory authorization held or used by or binding on the Company or any of the Subsidiaries, except for conflicts, violations, breaches, defaults or other events that could not be reasonably expected to have a partyMaterial Adverse Effect; (iiic) violate or contravene any law, statute, rule or regulation, or any order, writ, judgment, injunction, decree, statutedetermination or award currently in effect, rule the violation or regulation applicable contravention of which could reasonably be expected to the Company or any of its subsidiaries or any of their respective properties or assetshave a Material Adverse Effect; or (ivd) other than in respect of the HSR Act (as defined in Section 5.5), require any action action, consent, approval or consent or approval authorization of, or review by, or declaration, registration or filing by the Company with, or notice to, any court, arbitrator, governmental agency or other regulatory authority, or any of its affiliates with, any third party stock exchange or any local, domestic, foreign or multisimilar self-national or supra-national court, tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “Governmental Authority”), other than (A) approval of the Merger and the transactions contemplated hereby by stockholders of the Company, (B) actions required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (C) filings and consents under non-U.S. Laws and regulations intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (“Foreign Antitrust Laws”); and (D) registrations, filings, consents, approvals or other actions required under federal and state securities Laws and the rules of the Nasdaq Stock Market, Inc. (“Nasdaq”) as are contemplated by this Agreementorganization. (b) The Company has taken all actions necessary to effectively terminate, in accordance with its terms, that certain Agreement and Plan of Merger, dated as of February 18, 2004, by and among VAC-OS Holdings, LLC, OS Merger Sub, Inc., and the Company (the “ValueAct Agreement”), and such termination was effective prior to the execution of this Agreement.

Conflicts; Consents and Approvals. (a) Except as set forth in on Section 3.05 to 4.5 of the Company Disclosure Schedule and, in the case of (ii), (iii) and (iv), for any of the following that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySchedule, neither the execution and delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby by this Agreement will: (ia) conflict with, or result in a breach of any provision of, the Company Company’s Certificate or the Company Company’s Bylaws; (iib) 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 Person (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 interest, charge or encumbrance upon any of the properties or assets of the Company 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 the Company or any of its subsidiaries is a party; (iiic) violate violate, or conflict with, any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assetsApplicable Law; or (ivd) require any action or consent or approval of, or review by, or registration or filing by the Company or any of its affiliates with, any third party or any local, domestic, foreign or multi-national or supra-national court, tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “Governmental Authority”), other than (Ai) approval of the Merger and the transactions contemplated hereby by stockholders of the CompanyCompany Stockholder Approval, (Bii) actions required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (C) filings and consents under non-U.S. Laws and regulations intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (“Foreign Antitrust Laws”); and , (Diii) registrations, filings, consents, approvals registrations or other actions required under United States federal and state securities Laws laws, and (iv) the rules filing with the Delaware Secretary of State of the Nasdaq Stock Market, Inc. (“Nasdaq”) as are contemplated by this Agreement. Certificate of Merger; except in the case of clauses (b) The Company has taken all actions necessary to effectively terminate, in accordance with its terms, that certain Agreement and Plan of Merger, dated as of February 18, 2004, by and among VAC-OS Holdings, LLC, OS Merger Sub, Inc., and the Company (the “ValueAct Agreement”), (c) and such termination was effective prior to (d) above for any of the execution of this Agreementforegoing that would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

Conflicts; Consents and Approvals. (a) Except as set forth in Section 3.05 3.5 to the Company Disclosure Schedule and, in the case of (iib), (iiic) and (ivd), for any of the following that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will: (ia) conflict with, or result in a breach of any provision of, the Company Certificate or the Company Bylaws; (iib) 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 or encumbrance upon any of the properties or assets of the Company 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 the Company or any of its subsidiaries is a party; (iiic) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets; or (ivd) require any action or consent or approval of, or review by, or registration or filing by the Company or any of its affiliates with, any third party or any local, domestic, foreign or multi-national or supra-national court, tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “"Governmental Authority”"), other than (Ai) approval of the Merger and the transactions contemplated hereby by stockholders of the Company, (Bii) actions required by the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “"HSR Act”"), (Ciii) filings and consents under non-U.S. Laws laws and regulations intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (“"Foreign Antitrust Laws”"); and (Div) registrations, filings, consents, approvals or other actions required under federal and state securities Laws laws and the rules of the Nasdaq Stock Market, Inc. (“Nasdaq”) as are contemplated by this Agreement. (b) The Company has taken all actions necessary to effectively terminate, in accordance with its terms, that certain Agreement and Plan of Merger, dated as of February 18, 2004, by and among VAC-OS Holdings, LLC, OS Merger Sub, Inc., and the Company (the “ValueAct Agreement”), and such termination was effective prior to the execution of this Agreement.

Conflicts; Consents and Approvals. (a) Except as set forth in Section 3.05 to the Company Disclosure Schedule and2.4, in the case of (ii), (iii) and (iv), for any of the following that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, neither the execution and delivery by the Company of this AgreementAgreement and any other documents or instruments contemplated hereby, nor the performance by the Company of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby willand thereby, do not and will not: (ia) violate or conflict with, with or result in a breach of any provision of, of the certificate of incorporation or bylaws (or similar organizational documents) of the Company Certificate or the Company Bylawsany Subsidiary; (iib) violateexcept where any failure would not have a Material Adverse Effect, require any consent, approval or notice under, or registration under or payment on account of, or conflict with, or result in a violation or breach of any provision of, or constitute (with or without the giving of notice or the lapse of time or both) a default (or an event whichgive rise to any right of termination, with modification (including, in the giving case of noticeleases, any change in the passage amount or nature of time the rent), cancellation 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, acceleration or result in the creation or imposition of any lien, security interest or encumbrance Lien upon any of the properties or assets property of the Company or any Subsidiary) under, any of the terms, conditions or provisions of any (i) note, bond, mortgage, indenture, deed of trust, license, contractlease, undertaking, agreement, lease agreement or other instrument or obligation to which the Company or any of its subsidiaries Subsidiary is a partyparty or by which any portion of their properties or assets may be bound, or (ii) permit, license, approval, franchise or other governmental or regulatory authorization held or used by or binding on the Company or any Subsidiary; (iiic) violate or contravene any law, statute, rule or regulation, or any order, writ, judgment, injunction, decree, statutedetermination or award currently in effect, rule except where any violation or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assetsnon-contravention would not have a Material Adverse Effect; or (ivd) other than in respect of the HSR Act, require any action action, consent, approval or consent or approval authorization of, or review by, or declaration, registration or filing by the Company with, or notice to, any Authority (as defined in Section 2.5 below), or any of its affiliates with, any third party stock exchange or any local, domestic, foreign or multisimilar self-national or supra-national court, tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “Governmental Authority”), other than (A) approval of the Merger and the transactions contemplated hereby by stockholders of the Company, (B) actions required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (C) filings and consents under non-U.S. Laws and regulations intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (“Foreign Antitrust Laws”); and (D) registrations, filings, consents, approvals or other actions required under federal and state securities Laws and the rules of the Nasdaq Stock Market, Inc. (“Nasdaq”) as are contemplated by this Agreementorganization. (b) The Company has taken all actions necessary to effectively terminate, in accordance with its terms, that certain Agreement and Plan of Merger, dated as of February 18, 2004, by and among VAC-OS Holdings, LLC, OS Merger Sub, Inc., and the Company (the “ValueAct Agreement”), and such termination was effective prior to the execution of this Agreement.

Conflicts; Consents and Approvals. (a) Except as set forth in Section 3.05 to 3.5 of the Company Disclosure Schedule and, in the case of (ii), (iii) and (iv), for any of the following that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySchedule, neither the execution and delivery of this Agreement, the Transmittal Documents, the Management Agreement or the Administrative Services Agreement by each of the Holders, to the extent party thereto, nor the consummation of the transactions contemplated hereby or thereby will: (ia) conflict with, or result in a breach of any provision of, of the certificate of incorporation or by-laws of the Company Certificate or the Company Bylawsany of its subsidiaries; (iib) 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 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 lien, security interest interest, charge or encumbrance upon any of the material properties or material assets of the Company and its 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 the Company or any of and its subsidiaries is a party; (iiic) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of and its subsidiaries or any of their respective material properties or material assets; or (ivd) require any action or consent or approval of, or review by, or registration or filing by the Company or any of its affiliates with, with any third party or any localGovernmental Authority except for (i) the consents, domesticapprovals, foreign or multi-national or supra-national court, tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority registrations and filings set forth in the Company Disclosure Schedule (a “Governmental Authority”), other than (A) approval of the Merger and the transactions contemplated hereby by stockholders of the Company, (B) actions required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (collectively the “HSR ActCompany Required Consents”), (C) filings and consents under non-U.S. Laws and regulations intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (“Foreign Antitrust Laws”); and (Dii) registrations, filingsthose actions, consents, approvals approvals, reviews or other actions required under federal and state securities Laws and regulations that would not have a material adverse impact on the rules ability of the Nasdaq Stock Market, Inc. (“Nasdaq”) as are contemplated by this AgreementCompany to perform its obligations hereunder. (b) The Company has taken all actions necessary to effectively terminate, in accordance with its terms, that certain Agreement and Plan of Merger, dated as of February 18, 2004, by and among VAC-OS Holdings, LLC, OS Merger Sub, Inc., and the Company (the “ValueAct Agreement”), and such termination was effective prior to the execution of this Agreement.