Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANT; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT or the Mazal Shares under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANT, (2) any Contract to which ADVANCED PLANT is a party or to which any of their respective properties or assets may be bound which, if so affected, would either have a material adverse effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT Company of this Agreement and the other agreements, documents and instruments Transaction Documents to be executed and delivered by any of them it in connection with this AgreementAgreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTthe Company; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT or the Mazal Shares Company under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTthe Company, (2) any material Contract to which ADVANCED PLANT the Company is a party or to which any of their respective its properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT the Company is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party, other than as may be provided pursuant to the Contracts listed on Schedule 6.3; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT the Company or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT the Company with any Governmental Authority, other than as may be indicated on Schedule 6.3.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT Company of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTthe Company; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT the Company or the Mazal Shares under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTCompany, (2) any Contract to which ADVANCED PLANT the Company is a party or to which any of their respective its properties or assets may be bound which, if so affected, would either have a material adverse effect or be reasonably likely to prevent the consummation of the transactions contemplated hereinbound, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT the Company is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third partyPerson, other than the Required Consents listed on Schedule 6.3; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT the Company or any of its, its business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT the Company or any of its shareholders with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT TRANFERORS of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTTRANFERORS; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT TRANFERORS or the Mazal Target Shares under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTTRANFERORS, (2) any Contract to which ADVANCED PLANT TRANFERORS is a party or to which any of their respective properties or assets may be bound which, if so affected, would either have a material adverse effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT TRANFERORS is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT TRANFERORS or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT TRANFERORS with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and nor delivery by the ADVANCED PLANT Purchaser of this Agreement and the other agreements, documents and instruments Transaction Documents to be executed and delivered by any of them it in connection with this AgreementAgreement or the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTthe Purchaser; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT the Purchaser or the Mazal Shares Securities under any of the terms, conditions or provisions of of, (1) the organizational documents of ADVANCED PLANTthe Purchaser, (2) any Contract to which ADVANCED PLANT the Purchaser is a party or to which any of their respective its properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT the Purchaser is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party, other than the consent of the Purchaser’s Board of Directors; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT the Purchaser or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT the Purchaser with any Governmental AuthorityAuthority other than the filing of a Current Report on Form 8-K regarding the consummation of the transactions contemplated hereby.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT MOUNTAIN of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them it in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTMOUNTAIN; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT MOUNTAIN or the Mazal Exchange Shares under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTMOUNTAIN, (2) any Contract to which ADVANCED PLANT MOUNTAIN is a party or to which any of their respective its properties or assets may be bound which, if so affected, would either have a material adverse effect or be reasonably likely to prevent the consummation of the transactions contemplated hereinbound, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT MOUNTAIN is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT MOUNTAIN or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT MOUNTAIN with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT Royce of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTRoyce; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT Royce or the Mazal Exchange Shares under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTRoyce, (2) any Contract to which ADVANCED PLANT Royce is a party or to which any of their respective properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT Royce is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT Royce or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT Royce with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT Company of this Agreement and the other agreements, documents and instruments Transaction Documents to be executed and delivered by any of them it in connection with this AgreementAgreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTthe Company; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT or the Mazal Shares Company under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTthe Company, (2) any material Contract to which ADVANCED PLANT the Company is a party or to which any of their respective its properties or assets may be bound which, if so affected, would either have a material adverse effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT the Company is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party, other than as may be provided pursuant to the Contracts listed on Schedule 6.3; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT the Company or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT the Company with any Governmental Authority, other than as may be indicated on Schedule 6.3.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT Seller of this Agreement and the other agreements, documents and instruments Transaction Documents to be executed and delivered by any of them it in connection with this AgreementAgreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANT; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT or the Mazal Shares Seller under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANT, (2) any Contract to which ADVANCED PLANT the Seller is a party or to which any of their respective his properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (32) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT the Seller is subject or to which any of its his properties or assets may be subject; (cb) require any action, consent or approval of any non-governmental third party;Governmental Authority or any other Person, other than the consents and approvals indicated on Schedule 5.3 attached hereto; or (dc) violate any order, writ, writ or injunction, or any material decree, or material Law applicable to ADVANCED PLANT the Seller or any of itshis businesses, business, properties, properties or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT with any Governmental Authority. The Seller represents and warrants that there are no Required Consents.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT Purchaser of this Agreement and the other agreements, documents and instruments Transaction Documents to be executed and delivered by any of them it in connection with this AgreementAgreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTthe Purchaser which is an entity; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT or the Mazal Shares Purchaser under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTthe Purchaser, (2) any Contract to which ADVANCED PLANT such Purchaser is a party or to which any of their its respective properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT such Purchaser is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Governmental Authority or non-governmental third party;; or (d) violate any order, writ, writ or injunction, or any material decree, or material Law applicable to ADVANCED PLANT such Purchaser or any of itsits businesses, business, properties, properties or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT Acquisition Corp. of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTAcquisition Corp.; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT or the Mazal Shares Acquisition Corp. under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTAcquisition Corp., (2) any Contract to which ADVANCED PLANT Acquisition Corp. is a party or to which any of their respective properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT Acquisition Corp. is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third partyPerson other than the filing of the Merger Certificate; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT Acquisition Corp. or any of its, its business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT Acquisition Corp. with any Governmental AuthorityAuthority other than the filing of the Merger Certificate and compliance with applicable rules of the SEC.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT Company of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTthe Company; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT the Company or the Mazal Exchange Shares under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTCompany, (2) any Contract to which ADVANCED PLANT the Company is a party or to which any of their respective properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT the Company is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party, other than as may be provided pursuant to the contracts listed on Schedule 6.4; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT the Company or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT the Company with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT Parent of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTParent; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT Parent or the Mazal Exchange Shares under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTParent, (2) any Contract to which ADVANCED PLANT Parent is a party or to which any of their respective properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT Parent is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party, other than the Company Required Consents listed on Schedule 4.4; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT Parent or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT Parent with any Governmental AuthorityAuthority other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and compliance with applicable rules of the SEC.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT Company of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTthe Company; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT the Company or the Mazal Exchange Shares under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTCompany, (2) any Contract to which ADVANCED PLANT the Company is a party or to which any of their respective properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT the Company is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party, other than the Company Required Consents listed in Schedule 4.4; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT the Company or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT the Company with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT Parent of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTParent; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT Parent or the Mazal Exchange Shares under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTParent, (2) any Contract to which ADVANCED PLANT Parent is a party or to which any of their respective properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT Parent is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party, other than the Parent Required Consents listed on Schedule 4.4, including without limitation, the approval of the Amendment to the Certificate of Incorporation of Parent in the form attached hereto as Exhibit D; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT Parent or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT Parent with any Governmental AuthorityAuthority other than the filing of the Merger Certificates and compliance with applicable rules of the SEC.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT GLGT of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTGLGT; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT GLGT or the Mazal Shares shares to be issued to Hodzic hereunder under any of the xx xxx terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTGLGT, (2) any Contract to which ADVANCED PLANT GLGT is a party or to which any of their respective properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT GLGT is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT GLGT or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT GLGT with any Governmental Authority.

Conflicts; Consents and Approvals. Neither Except as set forth on Schedule 6.3, neither the execution and delivery by the ADVANCED PLANT Company of this Agreement and the other agreements, documents and instruments Transaction Documents to be executed and delivered by any of them it in connection with this AgreementAgreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTthe Company; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT or the Mazal Shares Company under any of the terms, conditions or provisions of (1i) the organizational documents of ADVANCED PLANTthe Company, (2ii) any material Contract to which ADVANCED PLANT the Company is a party or to which any of their respective its properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3iii) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT the Company is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party, other than as may be provided pursuant to the Contracts listed on Schedule 6.3; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT the Company or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT the Company with any Governmental Authority, other than as may be indicated on Schedule 6.3.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT Purchaser of this Agreement and the other agreements, documents and instruments Transaction Documents to be executed and delivered by any of them it in connection with this AgreementAgreement or the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTthe Purchaser; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT the Purchaser or the Mazal Consideration Shares under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTthe Purchaser, (2) any Contract to which ADVANCED PLANT the Purchaser is a party or to which any of their respective its properties or assets may be bound which, if so affected, would either have a material adverse effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT the Purchaser is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party, other than the consent of the Purchaser’s Board of Directors; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT the Purchaser or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT the Purchaser with any Governmental AuthorityAuthority other than the filing of a Current Report on Form 8-K regarding the consummation of the transactions contemplated hereby.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT Sentra of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTSentra; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT Sentra or the Mazal Exchange Shares under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTSentra, (2) any Contract to which ADVANCED PLANT Sentra is a party or to which any of their respective properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT Sentra is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT Sentra or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT Sentra with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT each Purchaser of this Agreement and the other agreements, documents and instruments Transaction Documents to be executed and delivered by any of them it in connection with this AgreementAgreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTeach Purchaser which is an entity; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT or the Mazal Shares Purchaser under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTthe Purchaser, (2) any Contract to which ADVANCED PLANT such Purchaser is a party or to which any of their its respective properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT such Purchaser is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Governmental Authority or non-governmental third party;; or (d) violate any order, writ, writ or injunction, or any material decree, or material Law applicable to ADVANCED PLANT such Purchaser or any of itsits businesses, business, properties, properties or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the ADVANCED PLANT Purchaser of this Agreement and the other agreements, documents and instruments Transaction Documents to be executed and delivered by any of them it in connection with this AgreementAgreement or the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of ADVANCED PLANTthe Purchaser; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of ADVANCED PLANT the Purchaser or the Mazal Consideration Shares under any of the terms, conditions or provisions of (1) the organizational documents of ADVANCED PLANTthe Purchaser, (2) any Contract to which ADVANCED PLANT the Purchaser is a party or to which any of their respective its properties or assets may be bound which, if so affected, would either have a material adverse effect Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which ADVANCED PLANT the Purchaser is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party, other than the consent of the Purchaser’s Board of Directors; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to ADVANCED PLANT the Purchaser or any of its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by ADVANCED PLANT the Purchaser with any Governmental AuthorityAuthority other than the filing of a Current Report on Form 8-K regarding the consummation of the transactions contemplated hereby.