Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. Subject to the Requisite Company Vote, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby shall: (a) conflict with, or result in a breach of any provision of, the Company Certificate or the Company Bylaws; (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 or encumbrance upon any of the properties or assets of the Company under, or result in a material payment or other material obligation under, any Material Contract; (c) 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 (d) 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 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 Agreement and the Merger by the Requisite Company Vote, (B) registrations, filings, consents, approvals or other actions required under federal and state securities Laws, and (C) the filings required under the HSR Act and foreign Antitrust Laws pursuant to Section 5.3(a) and the expiration of the waiting periods required in connection therewith.

Conflicts; Consents and Approvals. Subject Except as set forth in Section 4.5 to the Requisite Company VoteTarget Disclosure Schedule, neither the execution and delivery of this AgreementAgreement by Target, nor the consummation of the transactions contemplated hereby shallwill: (a) conflict with, or result in a breach of any provision of, the Company Target Certificate or the Company BylawsTarget 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 creation of any lien, security interest interest, charge or encumbrance upon any of the properties or assets of the Company under, Target or result in a material payment or other material obligation any of its subsidiaries under, any Material Contractof 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 Target or any of its subsidiaries is a party involving more than $500,000; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Target 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 the Company Target or any of its Affiliates affiliates with, any local, domestic, foreign third party or multi-national or supra-national court, tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “any Governmental Authority”), other than (Ai) approval authorization of the Merger Agreement and the Merger transactions contemplated hereby by Target Stockholders, (ii) actions required by the Requisite Company VoteHSR Act, (Biii) registrations, filings, consents, approvals registrations or other actions required under federal and state securities Laws, laws as are contemplated by this Agreement and (Civ) consents or approvals of any Governmental Authority set forth in Section 4.5 to the filings required under Target Disclosure Schedule; except in the HSR Act and foreign Antitrust Laws pursuant to Section 5.3(acase of clauses (c) and the expiration (d) for any of the waiting periods required foregoing that would not, individually or in connection therewiththe aggregate, have a Material Adverse Effect on Target or a material adverse effect on the ability of the parties to consummate the transaction contemplated hereby.

Conflicts; Consents and Approvals. Subject Except as set forth in Schedule 3.5 of the Company Disclosure Schedule and subject to the Requisite Company Vote, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby shall: (a) conflict with, or result in a breach of any provision of, the Company Certificate Articles or the Company Bylaws; (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 or encumbrance upon any of the properties or assets of the Company under, any of the terms, conditions or result in a material payment provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other material instrument or obligation under, to which the Company or any Material Contractof its Subsidiaries is a party; (c) 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 (d) 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 Agreement and the Merger by the Requisite Company Vote, and (B) registrations, filings, consents, approvals or other actions required under federal and state securities Laws; except, in the cases of clauses (b), (c) and (C) the filings required under the HSR Act and foreign Antitrust Laws pursuant d), as is not reasonably likely to Section 5.3(a) and the expiration of the waiting periods required result in connection therewitha Company Material Adverse Effect.

Conflicts; Consents and Approvals. Subject Except in the case of (b), for any of the following that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Requisite Company VoteCompany, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby shallwill: (a) conflict with, or result in a breach of any provision of, the Company Certificate or the Company Bylaws; (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 interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the terms, conditions or result in a material payment provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other material instrument or obligation under, to which the Company or any Material Contractof its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company 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 the Company or any of its Affiliates 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 Agreement Mergers and the Merger transactions contemplated hereby by shareholders of the Company, (ii) actions required by the Requisite Company VoteXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (Biii) 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"), (iv) registrations, filings, consents, approvals or other actions required under federal and state securities Lawslaws and the rules of the Nasdaq Stock Market, Inc. as are contemplated by this Agreement, and (Cv) the filings required under the HSR Act and foreign Antitrust Laws pursuant to Section 5.3(a) and the expiration filing of the waiting periods required in connection therewithAgreement of Merger with the Secretary of State.

Conflicts; Consents and Approvals. Subject to the Requisite Company Vote, neither Neither the execution and delivery of this Agreement, Agreement by SYS and Subcorp nor the consummation of the transactions contemplated hereby shallor thereby will: (a) 3.3.1 conflict with, or result in a breach of any provision of, the Company Certificate SYS Articles or the Company BylawsSYS Bylaws or the governing documents of any subsidiary of SYS; (b) 3.3.2 materially violate, or conflict with, or result in a material breach of any provision of, or constitute a material 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 material default under, or result in the creation of any lien, security interest or encumbrance material Encumbrance upon any of the properties or assets of the Company under, SYS or result in a material payment or other material obligation any of its subsidiaries under, any Material Contractof the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which SYS or any of its subsidiaries is a party (for purposes of this Agreement, "Encumbrance" means any charge, claim, mortgage, servitude, easement, right of way, equitable interest, lease or other possessory interest, conditional sale or other title retention arrangement, lien, pledge, security interest, preference, priority, right of first refusal or similar restriction); (c) 3.3.3 materially violate any (i) order, writ, injunction, decree, statute, rule ruling, assessment, or regulation applicable arbitration or award of any Governmental Authority or (ii) Applicable Laws relating to the Company SYS or any of its Subsidiaries subsidiaries or any of their respective properties or assets; or (d) 3.3.4 require any action or consent or approval of, or review by, or registration or filing by the Company SYS or any of its Affiliates affiliates with, any local, domestic, foreign third party or multi-national or supra-national court, tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “any Governmental Authority”), other than (A) approval of the Merger Agreement and the Merger by the Requisite Company Vote, (B) registrations, filings, consents, approvals registrations or other actions required under federal and state securities Laws, and (C) the filings required under the HSR Act and foreign Antitrust Laws pursuant to Section 5.3(a) and the expiration of the waiting periods required in connection therewithlaws as are contemplated by this Agreement.

Conflicts; Consents and Approvals. Subject to the Requisite Company Vote, neither Neither the execution and delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby shallby this Agreement in accordance with the terms hereof will: (a) conflict with, or result in a breach of any provision of, the Company Certificate or the Company 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 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, pledge, mortgage, charge, option, hypothecation, easement, restriction or other encumbrance (an “Encumbrance”) upon any of the properties or assets of Company or any of the Company 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 Company or any of the Company Subsidiaries is a party, except (i) the Credit Agreement, and (ii) the agreements set forth in Section 3.5(c) of the Company Disclosure Letter; (c) except as set forth on Section 3.5(c) of the Company Disclosure Letter, violate, or conflict with, or result in a material payment any change in the rights or other material obligation under, obligations of any party under any of its Company Material ContractContracts (as defined in Section 3.18(a)); (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its the Company Subsidiaries or any of their respective properties or assets; or (de) except as set forth on Section 3.5(e) of the Company Disclosure Letter, require any action or consent or approval of, or review by, or registration or filing by the Company or any of its Affiliates affiliates with, any third party or any local, domestic, foreign or multi-national or supra-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 (Ai) approval of the Merger this Agreement and the Merger transactions contemplated by this Agreement by Company Stockholders, (ii) actions required by the Requisite Company VoteHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the rules and regulations thereunder, the “HSR Act”), (Biii) registrations, filings, consents, approvals registrations or other actions required under United States federal and state securities Lawslaws, (iv) compliance with any applicable requirements under stock exchange rules, (v) consents or approvals of any Governmental Authority, which are normally obtained after the consummation of this type of transaction, and (Cvi) the filings required under filing with the HSR Act and foreign Antitrust Laws pursuant to Section 5.3(aDelaware Secretary of State of the Certificate of Merger; other than in the case of Sections 3.5(b), 3.5(c), 3.5(d) and 3.5(e) those exceptions that would not, individually or in the expiration of the waiting periods required in connection therewithaggregate, reasonably be expected to have a Company Material Adverse Effect.

Conflicts; Consents and Approvals. Subject to Except as set forth in Section 5.5 of the Requisite Company VoteDisclosure Schedule, neither none of the execution and or delivery of this AgreementAgreement by the Company, nor the consummation of the transactions contemplated hereby shallTransactions or compliance by the Company with any of the provisions hereof will: (a) conflict with, or result in a breach violation of any provision of, the Company Certificate of Incorporation or Bylaws of the Company Bylawsor any of its subsidiaries, each as amended to date; (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 or encumbrance Lien upon any of the properties or assets of the Company under, or result in a material payment or other material obligation any of its subsidiaries under, any Material Contractof 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; (c) violate any order, writ, injunction, decree, statute, rule Applicable Law or regulation Order applicable to the Company 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 the Company or any of its Affiliates subsidiaries or affiliates with, 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 “third party of Governmental Authority”), other than (Ai) approval of the Merger Agreement and the Merger by the Requisite Company Vote, (B) registrations, filings, consents, approvals registrations or other actions required under federal and state securities Lawslaws as are contemplated by this Agreement, and (Cii) compliance with the requirements of the NYSE, (iii) in connection, or in compliance with, the Required Regulatory Approvals, or (iv) the filings required under the HSR Act and foreign Antitrust Laws pursuant to Section 5.3(a) and the expiration filing of the waiting periods Certificate of Merger with the Delaware Secretary of State and appropriate documents required to be filed with the relevant authorities of other states in connection therewithwhich the Parent, Merger Sub or the Company are qualified to do business; except for any of the foregoing in clauses (b), (c) or (d) that would not, individually or in the aggregate, have a Material Adverse Effect.

Conflicts; Consents and Approvals. Subject to the Requisite Company Vote, neither Neither the execution and delivery of this Agreement, Agreement by the Company nor the consummation of the transactions contemplated hereby shallMerger will: (a) subject to receipt of the Company Stockholder Approval, conflict with, or result in a breach of any provision of, the Company Certificate or the Company BylawsOrganizational Documents; (b) assuming compliance with the matters referred to in Section 3.5(d), 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, adversely modify or call a default under, or result in the creation of any lienliens, claims, mortgages, encumbrances, pledges, security interest interests, equities or encumbrance charges of any kind (each, a "Lien") upon any of the properties or assets of the Company under, or result in a material payment or other material obligation any of its Subsidiaries under, any Material Contractof 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; (c) assuming compliance with the matters referred to in Section 3.5(d), and subject to receipt of the Company Stockholder Approval, violate any orderlaws, writstatutes, injunctionordinances, decreerules, statuteregulations, rule legally binding policies or regulation guidelines promulgated, or judgments, decrees, decisions or orders entered by any Governmental Authority (collectively, "Laws" and each, a "Law") applicable to the Company 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 the Company or any of its Affiliates with, any local, domestic, foreign third party or multi-national or supra-national court, tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “any Governmental Authority”), other than (Ai) approval receipt of the Merger Agreement and the Merger Company Stockholder Approval, (ii) actions required by the Requisite Company VoteXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the rules and regulations thereunder, the "HSR Act"), (Biii) registrations, filings, consents, approvals registrations or other actions required under federal and state securities Lawslaws as are contemplated by this Agreement, (iv) the filing of the Certificate of Merger, and (Cv) consents or approvals of, or notifications to, any Governmental Authority (including under Antitrust Laws) set forth in Section 3.5(d)(v) to the filings required under Company Disclosure Schedule; except in the HSR Act and foreign Antitrust Laws pursuant to Section 5.3(acase of clauses (b), (c) and the expiration (d) above for any of the waiting periods required foregoing that would not, individually or in connection therewiththe aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to consummate any of the transactions contemplated by this Agreement.